10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For Quarter Ended July 31, 2010

Commission file number 001-13143

BJ’S WHOLESALE CLUB, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	04-3360747
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Mercer Road Natick, Massachusetts	01760
(Address of principal executive offices)	(Zip Code)

(508) 651-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether 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  x    No  ¨.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    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  x            Accelerated filer  ¨            Non-accelerated filer  ¨            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  x.

The number of shares of the Registrant’s common stock outstanding as of August 27, 2010: 54,577,883

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Thirteen Weeks Ended
	July 31, 2010			August 1, 2009
	(Dollars in Thousands except Per Share Amounts)
Net sales	$	2,722,079		$	2,507,010
Membership fees		48,106			45,255
Other revenues		15,192			13,869
Total revenues		2,785,377			2,566,134
Cost of sales, including buying and occupancy costs		2,485,593			2,287,413
Selling, general and administrative expenses		236,377			215,675
Preopening expenses		2,970			3,793
Operating income		60,437			59,253
Interest expense, net		(372	)		(116	)
Income from continuing operations before income taxes		60,065			59,137
Provision for income taxes		24,188			23,981
Income from continuing operations		35,877			35,156
Loss from discontinued operations, net of income tax benefit of $65 and $72, respectively		(97	)		(106	)
Net income	$	35,780		$	35,050
Basic earnings per share:
Income from continuing operations	$	0.68		$	0.66
Loss from discontinued operations		—			(0.01	)
Net income	$	0.68		$	0.65
Diluted earnings per share:
Income from continuing operations	$	0.67		$	0.64
Loss from discontinued operations		—			—
Net income	$	0.67		$	0.64
Number of common shares for earnings per share computations:
Basic		52,684,819			53,608,984
Diluted		53,673,063			54,577,519

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

1

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009
	(Dollars in Thousands except Per Share Amounts)
Net sales	$	5,271,040		$	4,765,608
Membership fees		95,088			89,642
Other revenues		27,363			24,855
Total revenues		5,393,491			4,880,105
Cost of sales, including buying and occupancy costs		4,817,499			4,353,455
Selling, general and administrative expenses		466,243			420,807
Preopening expenses		4,924			5,362
Operating income		104,825			100,481
Interest expense, net		(599	)		(251	)
Income from continuing operations before income taxes		104,226			100,230
Provision for income taxes		42,162			40,665
Income from continuing operations		62,064			59,565
Loss from discontinued operations, net of income tax benefit of $133		(195	)		(194	)
Net income	$	61,869		$	59,371
Basic earnings per share:
Income from continuing operations	$	1.19		$	1.11
Loss from discontinued operations		(0.01	)		—
Net income	$	1.18		$	1.11
Diluted earnings per share:
Income from continuing operations	$	1.16		$	1.09
Loss from discontinued operations		—			—
Net income	$	1.16		$	1.09
Number of common shares for earnings per share computations:
Basic		52,334,684			53,590,792
Diluted		53,519,954			54,551,503

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

2

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	July 31, 2010			January 30, 2010			August 1, 2009
	(Dollars in Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	85,065		$	58,752		$	37,006
Accounts receivable, net		132,114			128,137			115,607
Merchandise inventories		924,226			930,289			889,828
Current deferred income taxes		16,902			18,252			13,192
Prepaid expenses		34,660			37,197			28,018
Total current assets		1,192,967			1,172,627			1,083,651
Property at cost:
Land and buildings		715,698			694,136			689,750
Leasehold costs and improvements		233,249			229,915			222,990
Furniture, fixtures and equipment		649,473			599,949			555,308
		1,598,420			1,524,000			1,468,048
Less: accumulated depreciation and amortization		620,431			562,159			540,674
		977,989			961,841			927,374
Deferred income taxes		10,185			10,762			11,057
Other assets		25,363			26,066			23,685
Total assets	$	2,206,504		$	2,171,296		$	2,045,767
LIABILITIES
Current liabilities:
Current installments of long-term debt	$	630		$	608		$	587
Accounts payable		660,281			665,907			626,865
Accrued expenses and other current liabilities		293,207			318,897			278,239
Accrued federal and state income taxes		53			18,980			8,773
Closed store lease obligations due within one year		1,664			1,687			1,748
Total current liabilities		955,835			1,006,079			916,212
Long-term debt, less portion due within one year		220			540			849
Noncurrent closed store lease obligations		7,620			8,291			8,852
Other noncurrent liabilities		140,393			130,833			119,968
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01, authorized 20,000,000 shares, no shares issued		—			—			—
Common stock, par value $0.01, authorized 180,000,000 shares, issued 74,410,190 shares		744			744			744
Additional paid-in capital		235,699			224,206			212,902
Retained earnings		1,498,053			1,455,332			1,383,307
Accumulated other comprehensive loss		(773	)		(773	)		(270	)
Treasury stock, at cost, 19,843,191, 20,616,431 and 18,901,348 shares, respectively		(631,287	)		(653,956	)		(596,797	)
Total stockholders’ equity		1,102,436			1,025,553			999,886
Total liabilities and stockholders’ equity	$	2,206,504		$	2,171,296		$	2,045,767

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

3

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009
	(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	61,869		$	59,371
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for closing and impairment costs		2,324			135
Depreciation and amortization of property		61,298			54,541
Loss on property disposals		199			78
Other noncash items, net		(5	)		693
Share-based compensation expense		10,039			10,583
Deferred income taxes		1,927			2,353
Excess tax benefit from exercise of stock options		(1,469	)		(988	)
Tax benefit from share-based compensation		1,454			1,346
Increase (decrease) in cash due to changes in:
Accounts receivable		(3,977	)		8,891
Merchandise inventories		6,063			(30,308	)
Prepaid expenses		2,537			(654	)
Other assets		703			(1,375	)
Accounts payable		311			37,755
Changes in book overdrafts		(5,937	)		5,743
Accrued expenses		(23,834	)		(3,187	)
Accrued income taxes		(18,927	)		(4,715	)
Closed store lease obligations		(956	)		(815	)
Other noncurrent liabilities		9,157			(2,382	)
Net cash provided by operating activities		102,776			137,065
CASH FLOWS FROM INVESTING ACTIVITIES
Property additions		(76,439	)		(87,486	)
Proceeds from property disposals		43			—
Purchase of marketable securities		(898	)		(436	)
Sale of marketable securities		1,159			31
Net cash used in investing activities		(76,135	)		(87,891	)
CASH FLOWS FROM FINANCING ACTIVITIES
Excess tax benefit from exercise of stock options		1,469			988
Borrowing of short-term debt		—			—
Repayment of long-term debt		(298	)		(279	)
Proceeds from issuance of common stock		17,358			7,955
Purchase of treasury stock		(18,857	)		(71,989	)
Net cash used in financing activities		(328	)		(63,325	)
Net increase (decrease) in cash and cash equivalents		26,313			(14,151	)
Cash and cash equivalents at beginning of year		58,752			51,157
Cash and cash equivalents at end of period	$	85,065		$	37,006
Supplemental cash flow information:
Treasury stock issued for compensation plans	$	19,419		$	18,173
Treasury shares surrendered upon vesting of restricted stock	$	9,667		$	1,598

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

4

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Total Stockholders’ Equity
	Shares	Amount										Shares		Amount
						(In Thousands)
Balance, January 31, 2009	74,410	$	744	$	200,973	$	1,344,268		$	(270	)	(17,872	)	$	(567,860	)	$	977,855
Net income	—		—		—		59,371			—		—			—			59,371
Issuance of common stock	—		—		1,346		(20,332	)		—		896			28,287			9,301
Purchase of treasury stock	—		—		—		—			—		(1,925	)		(57,224	)		(57,224	)
Stock compensation expense	—		—		10,583		—			—		—			—			10,583
Balance, August 1, 2009	74,410	$	744	$	212,902	$	1,383,307		$	(270	)	(18,901	)	$	(596,797	)	$	999,886
Balance, January 30, 2010	74,410	$	744	$	224,206	$	1,455,332		$	(773	)	(20,616	)	$	(653,956	)	$	1,025,553
Net income	—		—		—		61,869			—		—			—			61,869
Issuance of common stock	—		—		1,454		(19,148	)		—		1,149			36,506			18,812
Purchase of treasury stock	—		—		—		—			—		(376	)		(13,837	)		(13,837	)
Stock compensation expense	—		—		10,039		—			—		—			—			10,039
Balance, July 31, 2010	74,410	$	744	$	235,699	$	1,498,053		$	(773	)	(19,843	)	$	(631,287	)	$	1,102,436

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

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying interim financial statements of BJ’s Wholesale Club, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of our financial statements in accordance with generally accepted accounting principles in the United States of America. References to “we,” “our,” “us,” “BJ’s” or “the Company” refer to BJ’s Wholesale Club, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

The interim financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

During the second quarter of 2010, we identified errors in our accounting for ground leases. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of these errors on prior period reported results and concluded that the errors were not material to any of our prior period financial statements. We also concluded that had the errors been corrected in our financial statements for the period ended July 31, 2010, the impact of such an adjustment would have been material to our financial statements for that period. As such, in accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the financial statements for the prior periods presented have been revised as follows. This non-cash revision does not impact our revenues or cash flows for any prior period.

	January 30, 2010							August 1, 2009
	As Reported		Adjustment			As Revised		As Reported		Adjustment			As Revised
Deferred income taxes	$	5,553	$	5,209		$	10,762	$	6,404	$	4,653		$	11,057
Total assets		2,166,087		5,209			2,171,296		2,041,114		4,653			2,045,767
Other noncurrent liabilities		117,810		13,023			130,833		108,336		11,632			119,968
Retained earnings		1,463,146		(7,814	)		1,455,332		1,390,286		(6,979	)		1,383,307
Total stockholders’ equity		1,033,367		(7,814	)		1,025,553		1,006,865		(6,979	)		999,886
Total liabilities and stockholders’ equity	$	2,166,087	$	5,209		$	2,171,296	$	2,041,114	$	4,653		$	2,045,767

	Thirteen Weeks Ended August 1, 2009							Twenty-Six Weeks Ended August 1, 2009
	As Reported		Adjustment			As Revised		As Reported		Adjustment			As Revised
Cost of sales, including buying and occupancy costs	$	2,287,388	$	25		$	2,287,413	$	4,353,405	$	50		$	4,353,455
Operating income		59,278		(25	)		59,253		100,531		(50	)		100,481
Provision for income taxes		23,991		(10	)		23,981		40,685		(20	)		40,665
Income from continuing operations		35,171		(15	)		35,156		59,595		(30	)		59,565
Net income	$	35,065	$	(15	)	$	35,050	$	59,401	$	(30	)	$	59,371
Basic earnings per share
Net Income	$	0.65	$	(0.00	)	$	0.65	$	1.11	$	(0.00	)	$	1.11
Diluted earnings per share
Net Income	$	0.64	$	(0.00	)	$	0.64	$	1.09	$	(0.00	)	$	1.09

Our results for the quarter and six months ended July 31, 2010 are not necessarily indicative of the results for the full fiscal year or any future period because, among other things, our business, in common with the business of retailers generally, is subject to seasonal influences. Our sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

2. Stock Incentive Plans

We granted 601,909 restricted shares in this year’s second quarter and 611,909 restricted shares in this year’s first six months. Last year, we granted 528,635 restricted shares in the second quarter and 575,447 restricted shares in the first six months. No stock options were granted in any of these periods.

Presented below is information regarding pretax share-based compensation for this year’s and last year’s second quarters and for this year’s and last year’s first six months:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		Aug. 1, 2009		July 31, 2010		Aug. 1, 2009
	(Dollars in Thousands)				(Dollars in Thousands)
Stock option expense	$	215	$	496	$	498	$	1,387
Restricted stock expense		4,479		5,237		9,541		9,196
Total	$	4,694	$	5,733	$	10,039	$	10,583

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3. Interest

The components of interest expense, net were as follows:

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 31, 2010			Aug. 1, 2009			July 31, 2010			Aug. 1, 2009
	(Dollars in Thousands)						(Dollars in Thousands)
Interest income	$	—		$	—		$	83		$	—
Capitalized interest		30			40			126			117
Interest expense on debt		(402	)		(156	)		(808	)		(368	)
Interest expense, net	$	(372	)	$	(116	)	$	(599	)	$	(251	)

Interest expense on debt includes an annual commitment fee on our unsecured credit agreement. Refer to Note 8 for further information.

4. Earnings Per Share

The following details the calculation of earnings per share from continuing operations for the periods presented below (amounts in thousands, except per share amounts):

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		Aug. 1, 2009		July 31, 2010		Aug. 1, 2009
Income from continuing operations	$	35,877	$	35,156	$	62,064	$	59,565
Weighted-average number of common shares outstanding, used for basic computation		52,685		53,609		52,335		53,591
Plus: Incremental shares from assumed conversion of stock options and restricted stock		988		969		1,185		961
Weighted-average number of common and dilutive potential shares outstanding		53,673		54,578		53,520		54,552
Basic earnings per share	$	0.68	$	0.66	$	1.19	$	1.11
Diluted earnings per share	$	0.67	$	0.64	$	1.16	$	1.09

The following stock options and restricted share amounts were not included in the computation of diluted earnings per share for the periods presented because their effect would have been antidilutive:

	Thirteen Weeks Ended		Twenty-Six Weeks Ended
	July 31, 2010	Aug. 1, 2009	July 31, 2010	Aug. 1, 2009
Stock options	69,000	523,000	113,000	527,000
Restricted stock	—	360,000	5,000	197,000

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Discontinued Operations

The following tables summarize the activity for the six months ended July 31, 2010 and August 1, 2009 associated with our discontinued operations, which consist of our closing of both ProFoods clubs in January 2007, three BJ’s clubs in 2002 and one BJ’s club in 2008 (dollars in thousands):

	Discontinued Operations
	Liabilities January 30, 2010		Increases		Reductions			Liabilities July 31, 2010		Cumulative Charges To Date
ProFoods clubs	$	2,952	$	79	$	(316	)	$	2,715	$	22,448
BJ’s clubs - 2002		7,026		183		(640	)		6,569		27,081
Total	$	9,978	$	262	$	(956	)	$	9,284	$	49,529
Current portion	$	1,687						$	1,664
Long-term portion		8,291							7,620
Total	$	9,978						$	9,284

	Discontinued Operations
	Liabilities January 31, 2009		Increases		Reductions			Liabilities August 1, 2009
ProFoods clubs	$	3,153	$	87	$	(229	)	$	3,011
BJ’s clubs - 2002		7,825		210		(541	)		7,494
BJ’s club - 2008		50		—		(50	)		—
Total	$	11,028	$	297	$	(820	)	$	10,505
Current portion	$	1,692						$	1,653
Long-term portion		9,336							8,852
Total	$	11,028						$	10,505

Closure of ProFoods

Both ProFoods clubs were closed in the fourth quarter ended February 3, 2007. We recorded a charge of $25.7 million to close these clubs, which included lease obligation costs of $8.8 million. We have since settled one of the leases and subleased the other for a portion of its remaining lease term. The reserve at July 31, 2010 was related to the lease obligations for the remaining club. Increases to the reserve in this year’s and last year’s first six months consisted of interest accretion charges and reductions consisted of lease obligation payments.

2002 Closure of Three BJ’s Locations

On November 9, 2002, we closed both of our clubs in the Columbus, Ohio, market and a club in North Dade, Florida. We have since settled two of the three leases. The reserve at July 31, 2010 was related to the lease obligations for the remaining closed club. Increases to the reserve in this year’s and last year’s first six months consisted of interest accretion charges and reductions to the reserve consisted of lease obligation payments.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The charges for both ProFoods and BJ’s lease obligations were based on the present value of rent liabilities under the relevant leases, including estimated real estate taxes and common area maintenance charges, reduced by estimated income from the potential subleasing of these properties. An annual discount rate of 6% was used to calculate the present value of the obligations. The liabilities for the closed club leases are included in current and noncurrent closed store lease obligations on our balance sheet.

6. 2009 Wage and Hour Settlement

In November 2008, BJ’s was sued in the United States District Court for the District of Massachusetts (“the court”) in a purported class action brought on behalf of “current and former department and other assistant managers,” in which plaintiffs principally alleged that they had not been compensated for overtime work as required under federal and Massachusetts law (Caissie v. BJ’s Wholesale Club., Case No. 3:08cv30220).

In the third quarter of 2009, we recorded a pretax charge in selling, general and administrative expenses of $11.7 million in connection with a proposed settlement of this claim and related payments. Under the settlement, approved by the court on June 24, 2010, certain current and former mid-level managers will be eligible to receive payments to compensate them for particular hours worked in prior years. The settlement of the lawsuit is not an admission by us of any wrongdoing. In this year’s first six months, we paid $9.2 million into a settlement fund and approximately $0.1 million in related legal fees. As of July 31, 2010, the remaining reserve for related payments in this matter was $2.4 million. We expect a final resolution of this matter by the end of the fiscal year. While the ultimate outcome of the claims paid could differ from what we have recorded, the difference is not expected to have a material impact on our consolidated financial position or liquidity.

7. Postretirement Medical Benefits

Net periodic benefit cost recognized for our unfunded defined benefit postretirement medical plan was as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		Aug. 1, 2009		July 31, 2010		Aug. 1, 2009
	(Dollars in Thousands)				(Dollars in Thousands)
Service cost	$	207	$	172	$	414	$	344
Interest cost		120		121		241		242
Amortization of net loss		10		—		20		—
Net periodic benefit cost	$	337	$	293	$	675	$	586

8. Credit Facilities

We have a $200.0 million unsecured credit agreement with a group of banks which expires October 30, 2012. The agreement includes a $50.0 million sub-facility for letters of credit. We are required to pay an annual commitment fee which is currently 0.375% of the amount by which the total commitment exceeds the total outstanding balance. Interest on borrowings is payable at BJ’s option either at (a) the LIBOR rate plus a margin which is currently 2.75% or (b) a floating

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

rate equal to a margin which is currently 1.75%, plus the highest of (i) the sum of the Federal Funds Effective Rate plus 0.50%, (ii) the agent bank’s prime rate or (iii) the one-month LIBOR rate plus 1.0%. The commitment fee, the LIBOR margin and the floating rate margin are subject to change based upon our adjusted leverage ratio as defined in the agreement.

The agreement contains financial covenants which require a minimum fixed charge coverage ratio and a maximum adjusted leverage ratio. We are required to comply with these covenants on a quarterly basis. Under the credit agreement, we may pay dividends or repurchase our own stock in any amount so long as we remain in compliance with all requirements under the agreement. We have no credit rating triggers that would accelerate the maturity date if borrowings were outstanding under our credit agreement. We were in compliance with the covenants and other requirements set forth in our credit agreement at July 31, 2010.

In addition to the credit agreement, we maintain a $25.0 million uncommitted credit line for short-term borrowings. We also maintain two separate facilities totaling $72.0 million for letters of credit, primarily to support the purchase of inventories, of which $39.6 million was outstanding at July 31, 2010.

There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at July 31, 2010, January 30, 2010 or August 1, 2009.

9. Capital Stock

Treasury Stock Repurchases

During this year’s first six months, we repurchased 122,800 shares of our common stock for $4.2 million, all of which was purchased in the first quarter. In last year’s first six months, we repurchased 1,880,600 shares of our common stock for $55.6 million. As of July 31, 2010, our remaining repurchase authorization from the Board of Directors was $272.0 million.

Treasury Shares Acquired on Restricted Stock Awards

In addition to the above repurchases, upon the vesting of certain restricted stock awards, 253,088 shares in this year’s first six months and 44,038 shares in last year’s first six months were reacquired to satisfy employees’ tax withholding obligations. In 2010, these reacquired shares were recorded as an additional $9.7 million of treasury stock and accordingly, reduced the number of common shares outstanding by 253,088 shares. In last year’s first six months, the reacquired shares were recorded as an additional $1.6 million of treasury stock and accordingly, reduced the number of common shares outstanding by 44,038 shares.

Total treasury stock purchases were lower than the amounts reported in the statement of cash flows by $5.0 million and $14.8 million in 2010 and 2009, respectively, due to stock repurchases that had not settled at the beginning of each year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10. Reclassification

Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation. Cash remitted to taxing authorities on behalf of employees who vested in restricted stock awards and who used shares to satisfy their tax obligations has been reclassified from an operating activity to a financing activity on the Consolidated Statements of Cash Flows.

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

Thirteen Weeks (Second Quarter) and Twenty-Six Weeks (Six Months) Ended July 31, 2010 versus Thirteen and Twenty-Six Weeks Ended August 1, 2009

During the second quarter of 2010, we identified errors in our accounting for ground leases. These misstatements impact the rent expense we have reported in periods prior to the current fiscal year, but have no cash flow impact. Accordingly, we have revised our prior period financial statements to correct these errors. See our discussion below under “Lease Obligations” for further details.

Critical Accounting Policies and Estimates

The preparation of our unaudited quarterly financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Some accounting policies have a significant impact on amounts reported in these financial statements. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended January 30, 2010 in the “Critical Accounting Policies and Estimates” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Key items for the second quarter of 2010 as compared to the second quarter of 2009 include the following:

• Net sales increased 8.6% to $2.72 billion, driven by a 4.4% increase in comparable club sales.

• Merchandise comparable club sales increased 2.9%, driven by strong sales of perishables and strong customer count.

• Sales and margin results faced pressure from a very challenging economic and competitive environment. Large format retailers and supermarkets lowered prices on certain non-edible consumables and perishables to protect their market share. In response, we made a strategic decision to lower our prices on many of those items in order to drive customer count and continue to grow our market share.

• Membership fee income increased 6.3%, driven by new membership sign-ups, strong renewals and increased penetration of BJ’s Rewards Membership program.

• Merchandise margins, excluding gasoline, increased 12 basis points despite the pricing adjustments made in response to competitive pressures.

• Selling, general and administrative (“SG&A”) expenses increased 9.6% due mainly to investments in club payroll, club remodels and technology.

• Technology costs increased by approximately $4.1 million.

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• Net income in 2010 increased to $35.8 million, or $0.67 per diluted share, compared to $35.1 million, or $0.64 per diluted share, in 2009.

• Cash and cash equivalents totaled $85.1 million at the end of the quarter compared to $37.0 million at the end of last year’s second quarter.

• Cash provided by operating activities was $102.8 million in this year’s first six months versus $137.1 million in last year’s first six months.

• The ratio of accounts payable to merchandise inventories increased to 71.4% at the end of the quarter versus 70.4% at the end of last year’s second quarter.

Results of Operations

Net sales for the quarter ended July 31, 2010 increased 8.6% to $2.72 billion from $2.51 billion reported in last year’s second quarter. The increase was driven in equal measure by a 4.4% increase in comparable club sales and sales from nine new clubs opened since the beginning of last year’s second quarter. The increase in comparable club sales includes a favorable impact from gasoline sales of 1.5%. Gasoline sales were approximately 20% higher than last year’s second quarter, driven by an approximate 10% increase in the average retail price of gasoline and an approximate 9% increase in gallons sold.

Net sales for the six months ended July 31, 2010 totaled $5.27 billion, an increase of 10.6% compared to last year’s first six months. The increase was driven primarily by a 6.0% increase in comparable club sales, which represented approximately 56% of the increase, and the remainder from new clubs’ sales. The increase in comparable club sales included a favorable impact from gasoline sales of 2.5%. Gasoline sales were approximately 34% higher than last year’s first six months due to an approximate 23% increase in the average retail price of gasoline and an approximate 9% increase in gallons sold.

	Thirteen Weeks Ended July 31, 2010		Twenty-Six Weeks Ended July 31, 2010
Comparable club sales increase	4.4	%	6.0	%
Impact of gasoline sales	(1.5	%)	(2.5	%)
Merchandise comparable club sales	2.9	%	3.5	%

Merchandise comparable club sales increased 2.9% and 3.5% in this year’s second quarter and first six months, respectively. We estimate that new competition and cannibalization negatively impacted our merchandise comparable club sales by approximately 1.8% in the second quarter, which was slightly higher than the first quarter’s estimated impact of 1.6%. We estimate that the impact of inflation and deflation had no significant effect on our second quarter merchandise sales as compared to an estimated unfavorable impact of 0.5% to 1.0% in the first quarter.

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On a comparable club basis, food sales increased by approximately 5% in this year’s second quarter and first six months, while general merchandise sales were essentially flat in both periods. Food accounted for approximately 67% of comparable merchandise sales in this year’s second quarter versus 65% in last year’s second quarter. For the six month period, food accounted for approximately 66% of comparable merchandise sales this year versus 65% last year. Strong comparable sales in perishables of 8% in this year’s second quarter and first six months drove the increases in food sales. We expect this trend of strong perishable sales to continue for the foreseeable future.

Stronger performing departments compared to last year’s second quarter included produce, juices, dairy, meat, frozen foods, major appliances, milk, water, cigarettes, prepared foods, small appliances and seasonal. Weaker performing departments compared to last year’s second quarter included televisions, paper products, health and beauty aids, household chemicals, computer equipment, coffee and pre-recorded video. Comparable sales of televisions were approximately 25% below last year’s second quarter which unfavorably affected merchandise comparable sales by approximately 0.7%.

Excluding sales of gasoline, customer count on a comparable club basis increased by approximately 4% in this year’s second quarter and first six months, in part, due to our continued focus on our perishable food business, which drives more frequent trips by our members. The average transaction amount by the same measure decreased by approximately 1% in this year’s second quarter and six months. Lower television sales had an unfavorable impact of approximately 0.7% on the average transaction amount in the second quarter.

Membership fee income was $48.1 million in this year’s second quarter versus $45.3 million in last year’s comparable period, a 6.3% increase. For the year-to-date period, membership fee income was $95.1 million this year compared to $89.6 million last year, a 6.1% increase. The increases for both periods reflect the benefit from membership sign-ups at new clubs, strong renewal rates in comparable clubs and an increase in Rewards memberships. As a result of our increased focus in this area, Rewards memberships at the end of this year’s second quarter increased by approximately 49% versus last year. They also accounted for 7% of our primary members versus 5% last year and approximately 16% of our merchandise sales versus approximately 12% last year.

Other revenues were $15.2 million in this year’s second quarter versus $13.9 million in last year’s second quarter, a 9.5% increase. This increase was driven by tire installation revenue, commissions from our third-party optical services provider and propane sales. For the year-to-date period, other revenues were $27.4 million this year compared to $24.9 million last year, a 10.1% increase, due mainly to growth in food court revenue, tire installation revenue and commissions from our third-party optical services provider.

Cost of sales, including buying and occupancy costs was 91.31% of net sales in this year’s second quarter versus 91.24% in last year’s second quarter. The increase of seven basis points reflects the unfavorable mix impact of strong sales of low margin gasoline, worth approximately 13 basis points, and de-leveraging of buying and occupancy costs of approximately seven basis points, partially offset by improved merchandise margins of approximately 12 basis points.

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Merchandise margins increased principally due to a favorable sales mix of high margin seasonal merchandise. In last year’s second quarter, sales of seasonal merchandise were hurt by cold and rainy weather. The margin increase was partially offset by the impact of lowering prices on certain perishable and non-edible consumable items to remain competitive with large format retailers and supermarket chains. As our competitors lowered prices on these items to maintain market share, we responded with similar price reductions. Due to the challenging economy and weak consumer spending, we expect our competitors will continue to be aggressive on their pricing in the second half of the year.

Year-to-date cost of sales, including buying and occupancy costs was 91.40% of net sales this year versus 91.35% last year. The increase of five basis points was driven by favorable merchandise margins of approximately eight basis points and leveraging of buying and occupancy costs of approximately four basis points, offset by strong sales of low margin gasoline of approximately 16 basis points. For the year-to-date period, buying and occupancy costs benefitted from lower utilities costs, due to favorable energy rates, which partially offset increased occupancy expense from new club openings, higher depreciation costs and higher repairs and maintenance costs. Merchandise margins were favorable due to strong sales of high margin merchandise, including seasonal items, partially offset by the pricing adjustments mentioned above and the cycling of unusually high perishable margins in last year’s first quarter.

SG&A expenses were 8.68% of net sales in this year’s second quarter versus 8.60% in last year’s comparable period. Year-to-date, SG&A expenses were 8.85% of net sales this year versus 8.83% last year. The increases for both periods were driven largely by increases in payroll and professional services, including club remodels and, partially offset by decreases in bonus expense. The increase in the second quarter was higher than the year-to-date period due to less sales leveraging as our net sales increase moderated from the first quarter increase.

Total SG&A expenses for the second quarter increased by $20.7 million, or 9.6%, from last year’s second quarter. Payroll and payroll benefits (including stock compensation) increased $14.0 million over last year’s second quarter, driven by increases in both club and home office payroll. The increase in club payroll was due to a combination of new club openings and strategic investments in existing clubs to drive perishable sales. The increase in home office payroll was primarily due to increased spending on our technology initiatives. Payroll and payroll benefits (including stock compensation) accounted for 76% of all SG&A expenses in this year’s second quarter compared to 77% in last year’s second quarter. The remaining increase in SG&A expenses was due largely to increased spending on professional services and increased credit card transaction fees, partially offset by a decrease in bonus expense.

For the year-to-date period, total SG&A expenses rose by $45.4 million, or 10.8%, driven largely by the same factors as mentioned above. Payroll and payroll benefits (including stock compensation) accounted for 76% of SG&A expenses in this year’s first six months compared to 77% in last year’s first six months.

Preopening expenses were $3.0 million in this year’s second quarter versus $3.8 million in last year’s second quarter. Year-to-date, preopening expenses totaled $4.9 million this year versus $5.4 million last year. We opened two new clubs, including one relocation, in this year’s second quarter and one new club in this year’s first quarter. In last year’s first six months, we opened

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three new clubs, all in the second quarter, and recorded pre-opening expense on one club that opened in the beginning of the third quarter. One of the new club openings in this year’s second quarter and two of our expected second half club openings are subject to ground leases versus none in the prior year. On clubs subject to ground leases, we recognize preopening rent when we take possession of the property, which is several months before the actual club opening.

Our income tax provision was 40.3% and 40.5% of pretax income from continuing operations in this year’s second quarter and first six months, respectively. Our income tax provision was 40.6% of pretax income from continuing operations in both periods last year. We expect our income tax rate to be approximately 40.6% for the year.

Income from continuing operations was $35.9 million, or $0.67 per diluted share, in this year’s second quarter versus $35.2 million, or $0.64 per diluted share, in last year’s comparable period. For the first six months, income from continuing operations was $62.1 million, or $1.16 per diluted share this year versus $59.6 million, or $1.09 per diluted share last year.

Loss from discontinued operations (net of income tax benefit) was $0.1 million in this year’s and last year’s second quarter and $0.2 million in this year’s and last year’s first six months. These amounts consist primarily of accretion charges on closed store lease obligations for all periods.

Net income for the second quarter was $35.8 million, or $0.67 per diluted share this year versus $35.1 million, or $0.64 per diluted share last year. Year-to-date net income was $61.9 million, or $1.16 per diluted share, versus $59.4 million, or $1.09 per diluted share last year.

The Company operated 189 clubs on July 31, 2010 versus 183 clubs on August 1, 2009.

In January 2010, we opened a new club in Flushing, New York. Due to significant delays in the construction of the surrounding shopping and residential center, this club’s performance to date has been very disappointing. We expect that this club’s results will improve when construction of the center is complete.

Seasonality

Our business, in common with the business of retailers generally, is subject to seasonal influences. Our sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

Liquidity and Capital Resources

Net cash provided by operating activities was $102.8 million in the first six months of 2010 versus $137.1 million in last year’s comparable period. The decrease was mainly driven by higher bonus payments, increased payments for income taxes, growth in accounts receivable principally due to credit card transactions, and a partial payment related to the settlement of our wage and hour litigation.

Cash provided by changes in merchandise inventories, net of accounts payable, increased by $6.4 million in the first six months of this year versus an increase of $7.5 million in last year’s comparable period. Due in part to strong sales of seasonal items, our inventory levels were well controlled at the end of this year’s second quarter, with average inventory per club increasing only 0.6% over last year. This was well below our merchandise comparable club sales increase of 2.9%. The ratio of accounts payable to merchandise inventories was 71.4% at the end of this year’s second quarter versus 70.4% last year. This improvement reflects our strong inventory management and faster inventory turns due, in part, to strong gasoline sales.

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Cash expended for property additions was $76.4 million in this year’s first six months versus $87.5 million in last year’s comparable period. The decrease was due to the timing of new club openings. We opened two new clubs and relocated one club in this year’s first six months and expect to open two new clubs in the third quarter. In last year’s first six months, we opened three new clubs and opened a fourth club at the beginning of the third quarter. Our full-year capital expenditures are expected to total approximately $205 million to $225 million in 2010, based on plans to open six more clubs, spend approximately $50 million on IT projects and spend approximately $35 million to complete renovations on over 10% of our club chain. The timing of actual openings and the amount of related expenditures could vary from these estimates due, among other things, to the complexity of the real estate development process. Spending on IT projects could vary due to the complexity of the projects and the availability of resources needed to complete the projects.

During this year’s first six months, we repurchased 122,800 shares of our common stock for $4.2 million, all of which was purchased in the first quarter. In last year’s first six months, we repurchased 1,880,600 shares of our common stock for $55.6 million. In addition, we acquired 253,088 shares valued at $9.7 million and 44,038 shares valued at $1.6 million in this year’s first six months and last year’s first six months, respectively, to satisfy employee’s tax withholding obligations upon the vesting of restricted stock awards. Treasury stock purchases were lower than the amounts reported in the statement of cash flows by $5.0 million and $14.8 million in 2010 and 2009, respectively, due to stock repurchases that had not settled at the beginning of each year. As of July 31, 2010, our remaining repurchase authorization from the Board of Directors was $272.0 million.

We have a $200.0 million unsecured credit agreement with a group of banks which expires October 30, 2012. The agreement includes a $50.0 million sub-facility for letters of credit, of which no amount was outstanding at July 31, 2010. See Note 8 in Notes to Consolidated Financial Statements for further details on the credit agreement.

In addition to the credit agreement, we maintain a $25.0 million uncommitted credit line for short-term borrowings. We also maintain two separate facilities totaling $72.0 million for letters of credit, primarily to support the purchase of inventories, of which $39.6 million was outstanding at July 31, 2010.

There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at July 31, 2010, January 30, 2010 or August 1, 2009.

Cash and cash equivalents totaled $85.1 million as of July 31, 2010. We believe that our current resources, together with anticipated cash flows from operations, will be sufficient to finance our operations and anticipated capital expenditures through the term of our credit agreement. However, we may from time to time seek to obtain additional financing.

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Lease Obligations

In 2002, we established reserves for our liabilities related to leases for three closed BJ’s clubs. Since the closings, we have settled two of the three leases. Our reserve of $6.6 million as of July 31, 2010 is based on the present value of our rent liability under the lease for the remaining club, including real estate taxes and common area maintenance charges, reduced by estimated future income from subleasing the property. An annual discount rate of 6% was used to calculate the present value of the obligation.

In 2006, we established reserves for our liabilities related to leases for two ProFoods clubs that closed during the year. Our reserve of $2.7 million as of July 31, 2010 is based on the present value of rent liabilities under the remaining lease, including estimated real estate taxes and common area maintenance charges, reduced by estimated future income from subleasing the property. An annual discount rate of 6% was used to calculate the present value of the obligation.

We believe that the liabilities recorded in the financial statements adequately provide for these lease obligations. However, there can be no assurance that our actual liability for closed store obligations will not differ materially from amounts recorded in the financial statements due to a number of factors, including future economic factors which may affect the ability to successfully sublease, assign or otherwise settle liabilities related to these properties. We consider our maximum reasonably possible undiscounted pretax exposure for our closed store lease obligations to be approximately $14.9 million at July 31, 2010.

In this year’s first quarter, we established a reserve for our current home office lease obligations related to the relocation of our home office. Our reserve of $3.3 million as of July 31, 2010 is based on the present value of rent liabilities under the remaining leases, including estimated real estate taxes and common area maintenance charges. An annual discount rate of 6% was used to calculate the present value of the obligation.

During the second quarter of 2010, we identified errors in our accounting for ground leases. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of these errors on prior period reported results and concluded that the errors were not material to any of our prior period financial statements. We also concluded that had the errors been corrected in our financial statements for the period ended July 31, 2010, the impact of such an adjustment would have been material to our financial statements for that period. As such, in accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the financial statements for the prior periods presented have been revised as follows. This non-cash revision does not impact our revenues or cash flows for any prior period.

	January 30, 2010							August 1, 2009
	As Reported		Adjustment			As Revised		As Reported		Adjustment			As Revised
Deferred income taxes	$	5,553	$	5,209		$	10,762	$	6,404	$	4,653		$	11,057
Total assets		2,166,087		5,209			2,171,296		2,041,114		4,653			2,045,767
Other noncurrent liabilities		117,810		13,023			130,833		108,336		11,632			119,968
Retained earnings		1,463,146		(7,814	)		1,455,332		1,390,286		(6,979	)		1,383,307
Total stockholders’ equity		1,033,367		(7,814	)		1,025,553		1,006,865		(6,979	)		999,886
Total liabilities and stockholders’ equity	$	2,166,087	$	5,209		$	2,171,296	$	2,041,114	$	4,653		$	2,045,767

	Thirteen Weeks Ended August 1, 2009							Twenty-Six Weeks Ended August 1, 2009
	As Reported		Adjustment			As Revised		As Reported		Adjustment			As Revised
Cost of sales, including buying and occupancy costs	$	2,287,388	$	25		$	2,287,413	$	4,353,405	$	50		$	4,353,455
Operating income		59,278		(25	)		59,253		100,531		(50	)		100,481
Provision for income taxes		23,991		(10	)		23,981		40,685		(20	)		40,665
Income from continuing operations		35,171		(15	)		35,156		59,595		(30	)		59,565
Net income	$	35,065	$	(15	)	$	35,050	$	59,401	$	(30	)	$	59,371
Basic earnings per share
Net Income	$	0.65	$	(0.00	)	$	0.65	$	1.11	$	(0.00	)	$	1.11
Diluted earnings per share
Net Income	$	0.64	$	(0.00	)	$	0.64	$	1.09	$	(0.00	)	$	1.09

Legal Matters

In November 2008, BJ’s was sued in the United States District Court for the District of Massachusetts (“the court”) in a purported class action brought on behalf of “current and former department and other assistant managers,” in which plaintiffs principally alleged that they had not been compensated for overtime work as required under federal and Massachusetts law (See Note 6 in Notes to Consolidated Financial Statements for additional information.) In last year’s third quarter, we recorded a pretax charge of $11.7 million in connection with a proposal to settle this claim and related payments. In this year’s first six months, we paid $9.2 million into a settlement fund and $0.1 million in related legal fees. As of July 31, 2010, the remaining reserve for related payments in this matter was $2.4 million. We expect a final resolution of this matter by the end of the fiscal year. While the ultimate outcome of the claims paid could differ from what we have recorded, the difference is not expected to have a material impact on our consolidated financial position or liquidity.

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Cautionary Note Regarding Forward-Looking Statements

This report contains a number of “forward-looking statements,” including statements regarding planned capital expenditures, planned club openings, expected provision for income taxes, BJ’s reserve for the wage and hour settlement, lease obligations in connection with closed BJ’s and ProFoods clubs, and other information with respect to our plans and strategies, including those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “estimates,” “expects” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, levels of gasoline profitability; levels of customer demand; economic and weather conditions; the rate of inflation or deflation; federal, state and local regulation in the Company’s markets; federal budgetary and tax policy; litigation; activities by organized labor; competitive conditions; our success in settling lease obligations for closed clubs; and progress associated with the implementation of technology initiatives. Each of these and other factors are discussed in more detail in our Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

Any forward-looking statements represent our estimates only as of the day this quarterly report was first filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We believe that our potential exposure to market risk as of July 31, 2010 is not material because of the short contractual maturities of our cash and cash equivalents on that date. There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at July 31, 2010. We held no derivatives at July 31, 2010.

Item 4. Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions

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regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of July 31, 2010, the Company’s chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended July 31, 2010 that has materially affected, or is 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

Discussions of the wage and hour settlement appear in Part I of this Form 10-Q and are incorporated herein by reference.

Item 1A – Risk Factors

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cautionary Note Regarding Forward-Looking Statements,” in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A of BJ’s Annual Report on Form 10-K for the year ended January 30, 2010. There have been no material changes from the risk factors previously disclosed in BJ’s Annual Report on Form 10-K.

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

In twelve separate authorizations beginning August 26, 1998, with the most recent authorization being announced on March 29, 2010 for an additional $200 million, the Board of Directors has authorized a total of $1.35 billion of common stock repurchases. Under the program, repurchases may be made at management’s discretion, in the open market or in privately negotiated transactions. No expiration dates were set under any of the Board’s authorizations. From the inception of the program through July 31, 2010, we have repurchased approximately 34.6 million shares for a total of $1.08 billion, leaving a remaining authorization of $272.0 million.

There were no share repurchases under the program for the quarter ended July 31, 2010. The following activity represents shares tendered to us by employees who vested in restricted stock and used shares to satisfy their tax withholding obligations.

Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
					(In Thousands)
May 2 – May 29	225,076	$	38.63	—	$	271,951
May 30 – July 3	1,747		39.34	—		271,951
July 4 – July 31	678		47.01	—		271,951
Total for the quarter	227,501	$	38.66	—	$	271,951

(1) The number of shares required to be surrendered was determined using the closing price of our common stock on the day before the vesting date.

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Item 6 – Exhibits

10.1	Consulting Agreement dated as of May 25, 2010 with Herbert J Zarkin.
10.2	BJ’s Wholesale Club, Inc. General Deferred Compensation Plan, 2008 Amendment and Restatement.
31.1	Principal Executive Officer–Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Principal Financial Officer–Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Principal Executive Officer–Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Principal Financial Officer–Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 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 Calculation Linkbase Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase.*
101.LAB	XBRL Taxonomy Label Linkbase Document.*
101.PRE	XBRL Taxonomy Presentation Linkbase Document.*

* Submitted electronically herewith

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for thirteen and twenty-six weeks ended July 31, 2010 and August 1, 2009, (ii) Consolidated Balance Sheets at July 31, 2010, January 30, 2010 and August 1, 2009, (iii) Consolidated Statements of Cash Flows for the twenty-six weeks ended July 31, 2010 and August 1, 2009, (iv) Consolidated Statements of Stockholders’ Equity and (v) Notes to Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

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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 thereunto duly authorized.

	BJ’S WHOLESALE CLUB, INC. (Registrant)
Date: September 9, 2010	/S/    LAURA J. SEN
	Laura J. Sen
	President and Chief Executive Officer (Principal Executive Officer)
Date: September 9, 2010	/S/    FRANK D. FORWARD
	Frank D. Forward
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) dated as of May 25, 2010 is entered into between HJZ Consulting, Inc. (the “Consultant”) and BJ’s Wholesale Club, Inc. (“BJ’s” or the “Company”).

WITNESSETH

WHEREAS, through Herbert J Zarkin (“Zarkin”), Consultant has a unique historical knowledge of the Company;

WHEREAS, Consultant has significant institutional and industry knowledge and expertise in the retail and wholesale sectors; and

WHEREAS, the Company desires to utilize the expert advice and consultation assistance of Consultant in the field in which Consultant has professional and experiential qualifications.

NOW THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Company and Consultant agree as follows:

1. Consulting Services. Consultant agrees to engage Herbert J Zarkin to provide strategic advice and expert guidance to executives of the Company (“Services”). Consultant will provide such consultation to Laura Sen, President and Chief Executive Officer of the Company (the “CEO”), and to the other members of the Company’s Senior Leadership Team. Consultant’s Services shall include, but are not limited to the following:

a. Supporting the on-going transition of the CEO;

b. Providing input to the CEO on setting the strategic direction of the business and establishing current and long range objectives for the Senior Leadership Team;

c. Continuing to advise the CEO concerning (i) the executive compensation strategy, (ii) executive succession planning, (iii) the real estate acquisition strategy and (iv) communication with Company’s investors; and

d. Remaining current on the operation and financial performance of the Company to provide advice and counsel as needed or requested by the CEO and/or the Senior Leadership Team.

2. Compensation. BJ’s agrees to pay Consultant for Services rendered pursuant to this Agreement at the rate of $575,000 per 12 month period (“Consulting Fee”). The Company shall pay Consultant his Consulting Fee in twelve (12) equal monthly lump sum installments. Consultant shall be responsible for his own commuting cost and other expenses.

Herbert J Zarkin’s Initials             

3. Term and Termination of Agreement.

a. This Agreement shall be effective as of May 25, 2010 and shall terminate on May 25, 2013 (“Term”) unless otherwise terminated under this paragraph or by the mutual assent of the parties.

b. The Company shall have the right to terminate this Agreement upon sixty (60) days written notice to Consultant, if Consultant shall fail to provide the services set forth in this Agreement, and the Consultant shall have the right to terminate this agreement upon sixty (60) days written notice for any reason.

c. This Agreement shall be automatically terminated upon the death or disability of the Consultant. The Company shall pay to Consultant’s estate, or to the Consultant as appropriate, the balance of the Consulting Fee owed through the fiscal year end following Consultant’s death or disability.

4. Independent Contractor. The parties intend that Consultant shall perform services pursuant to this Agreement as an independent contractor as defined by applicable law. Consultant shall be responsible for payment of all taxes arising out of Consultant’s activities under this Agreement.

5. Confidentiality. Consultant acknowledges that during the engagement of his services by the Company, Consultant will have access to and become acquainted with various trade secrets, strategies, information, and records of the Company and/or used by the Company in connection with the operation of its business, and Consultant agrees to keep confidential all such information and any other non-public information from, or relating to, the Company. All files, records, documents, and information and similar items relating to the business of the Company, whether prepared by Consultant or otherwise coming into his possession, shall remain the exclusive property of the Company. The provisions of this paragraph shall survive the termination of this Agreement.

6. Right to Injunction. The parties hereto acknowledge that the services to be rendered by Consultant under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Consultant of any of the provisions of this Agreement will cause the Company irreparable injury and damage. Consultant expressly agrees that the Company shall be entitled to seek injunctive in the event of, or to prevent, a breach of any provision of this Agreement by Consultant. Rights and remedies of the Company under this Agreement are cumulative and resort to injunctive relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise.

7. Successors and Assigns. All of the provisions of this Agreement shall be binding upon the parties hereto and their respective heirs, if any, successors, and assigns.

2 Herbert J Zarkin’s Initials             

8. Waiver. Waiver by one party or breach of any provision of this Agreement by the other shall not operate as a continuing waiver.

9. Assignment. Consultant shall not assign any of Consultant’s rights under this Agreement, or delegate the performance of any of Consultant’s duties hereunder, without the prior written consent of the Company. Nor, shall anyone other than Zarkin provide the Services under this Agreement on behalf of Consultant.

10. Notices. Any and all notices to be given hereunder shall be in writing and shall be given to another party if personally served, or if sent by Federal Express or a similar national overnight carrier (“Federal Express”). If such notice is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, is given by Federal Express, such notice shall be conclusively deemed given one day after delivery to Federal Express addressed to the party to whom such notice is to be given as follows:

If to Consultant:	HJZ Consulting, Inc. 6074 NW 23rd Terrace Boca Raton, FL 33496
If to the Company:	President and Chief Executive Officer BJ’s Wholesale Club, Inc One Mercer Road Natick, MA 01760

Any party hereto may change its address for purposes of this section by written notice given in the manner provided above.

11. Entire Understanding. This Agreement constitutes the sole agreement between the parties hereto. It supersedes all prior communications, representations or agreements between the parties.

12. Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts, notwithstanding conflict of law principals.

13. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

14. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

3 Herbert J Zarkin’s Initials             

IN WITNESS WHEREOF the undersigned are duly authorized to execute and do execute this Agreement on behalf of Consultant and the Company as of the day and year first written above.

BJ’S WHOLESALE CLUB, INC.	HJZ CONSULTING, INC.
/s/ Laura J. Sen	/s/ Herbert J Zarkin
Laura J. Sen	Herbert J Zarkin
President and, Chief Executive Officer
5/27/10	5/28/10
Date	Date

4 Herbert J Zarkin’s Initials             

EX-10.2

Exhibit 10.2

BJ’S WHOLESALE CLUB, INC.

GENERAL DEFERRED COMPENSATION PLAN

2008 Amendment and Restatement

1. Purpose

The purpose of the BJ’s Wholesale Club, Inc. General Deferred Compensation Plan is to provide a means for selected participants to defer the payment of compensation.

2. Definitions

(a) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(b) “Company” shall mean BJ’s Wholesale Club, Inc. and its subsidiaries, except that as used in Exhibit A the term “Company” shall mean BJ’s Wholesale Club, Inc. As used in the preceding sentence and in Exhibit A. “subsidiary” means any corporation or other entity 50% or more of the total combined voting power of all classes of stock or other interests of which are owned, directly or indirectly, by BJ’s Wholesale Club, Inc.

(c) “Deferral Period” shall mean the period of time commencing on the date a Participant makes an election to defer Eligible Compensation pursuant to Section 4 and ending on the date on which payment of such Deferred Compensation commences.

(d) “Deferred Compensation” shall mean “Eligible Compensation,” the payment of which has been deferred by a “Participant.”

(e) “E.C.C.” shall mean the Executive Compensation Committee of the Board of Directors of BJ’s Wholesale Club, Inc.

(f) “Effective Date” shall mean the date on which Waban Inc. completed the spin-off of the Company by distributing to Waban’s stockholders on a pro rata basis all of the outstanding shares of Common Stock of the Company held by Waban Inc.

(g) “Eligible Compensation” shall mean (i) any base salary payable, (ii) any cash bonus payable pursuant to an annual or long-term incentive plan of the Company, (iii) any annual retainer and/or meeting fees payable to directors of BJ’s Wholesale Club, Inc., and (iv) subject to such exceptions as the E.C. C. may provide, other cash compensation payable to a Participant.

(h) “Eligible Participant” shall mean (i) an employee of the Company who has been selected by the E.C.C. as eligible to defer compensation or (ii) a director of the Company.

(i) “Fiscal Year” shall mean the period ending on the last Saturday in January, and commencing on (i) the Sunday following the last Saturday in January of the preceding calendar year or (ii) with respect to the fiscal year in which the Effective Date occurs, such Effective Date. The First Quarter commences on the Sunday following the last Saturday in January of the preceding calendar year and includes the first through thirteenth week of a Fiscal Year; the Second Quarter includes the fourteenth through twenty-sixth week of a Fiscal Year; the Third Quarter includes the twenty-seventh through thirty-ninth week of a Fiscal Year; the Fourth Quarter includes the fortieth through fifty-second or fifty-third week of a Fiscal Year. Said Four Quarters are the Fiscal Quarters of a Fiscal Year. If the Fiscal Year does not begin on the Sunday following the last Saturday in January, then the Fiscal Quarters shall include the balance of the Fiscal Quarter in which the Effective Date occurs and the remaining Fiscal Quarters in such Fiscal Year.

(j) “Interest Rate” for a Fiscal Year shall mean a rate equal to the yield as quoted in the Wall Street Journal on the first Monday of each Fiscal Month upon the issue of United States Treasury Notes which have a period remaining to maturity of not less than, but closest to, ten years after the first day of such Fiscal Month, averaged over the previous 12 months, or if there is no such quote, the E.C.C. shall determine a rate of interest which is consistent with the foregoing.

(k) “Participant” shall mean an Eligible Participant who has elected to defer compensation in accordance with the Plan.

(1) “Plan” shall mean this BJ’s Wholesale Club, Inc. General Deferred Compensation Plan as it may be amended from time to time.

(m) “Termination Date” shall mean (i) in the case of an employee, the date of severance of a Participant’s employment with the Company, whether by death, disability, retirement, resignation, discharge, or otherwise or (ii) in the case of a director, the date the individual ceases to be a director of the Company.

3. Administration

This Plan shall be administered by the E.C.C. which, in addition to the authority, power, and duty expressly set forth in the Plan, shall have the authority, power, and duty, subject to the provisions of the Plan, to (A) make rules and regulations for the deferral of compensation, the designation of beneficiaries, and the payment of Deferred Compensation, (B) interpret the Plan, and (C) make any other determination that it believes necessary or advisable for the administration of the Plan. Decisions and determinations made by the E.C.C. shall be final and binding upon all persons.

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4. Deferral of Compensation

A. Election to Defer

Each Eligible Participant may make an election to defer the receipt of all or any part of his Eligible Compensation, pursuant to a written agreement signed by the Eligible Participant. Such agreement shall specify the time and form of payment of the Participant’s Deferred Account, as defined in Section 5, and shall be made and become irrevocable no later than the following time limits.

Type of Compensation	Deadline for Deferral Agreement
Base Salary	December 31 of the calendar year which next precedes the calendar year in which the Participant is to perform the services that give the Participant a legally binding right to the base salary subject to the deferral agreement.
Annual Incentive (cash bonuses, including amounts payable under the BJ’s Wholesale Club, Inc. Management Incentive Plan)	The date that is six months before the close of the Fiscal Year of the Company that constitutes the “Performance Period,” as defined under the BJ’s Wholesale Club, Inc. Management Incentive Plan with respect to which the bonus is payable.
Long-Term Incentive (cash bonuses representing a multi-year cash award, including amounts payable under the BJ’s Wholesale Club, Inc. Growth Incentive Plan)	The date that is six months before the close of the Fiscal Year of the Company that constitutes an “Award Period,” as defined under the BJ’s Wholesale Club, Inc. Growth Incentive Plan with respect to which the bonus is payable.
Annual Retainer and/or Meeting Fees	December 31 of the calendar year which precedes the calendar year for which annual retainer or meeting fees are payable to members of the Company’s Board of Directors.

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B. Notice of Election to Defer

Each Participant shall notify the Company of an election to defer the receipt of Eligible Compensation on a form provided by the Company that will state: (i) the amount or percentage of the Eligible Compensation to be deferred; (ii) the date on which or the event following which the payment of such Deferred Compensation is to begin; (iii) the form in which such Deferred Compensation will be paid; and (iv) the Beneficiaries designated under Section 7.C with respect to the Deferred Compensation.

C. Administration of Deferred Accounts

The E.C.C. shall establish rules and regulations relating to the administration of Deferred Compensation elections and may specify a minimum amount or percentage of deferral and/or a minimum period of deferral. Payments of Deferred Compensation and interest credited thereto that are made in the form of installments shall not exceed 120 monthly payments. If a Participant fails to designate the payment period and/or schedule of payments with respect to any Deferred Compensation, the payment of such Deferred Compensation and interest thereon shall be made in 120 monthly installments, commencing as soon as reasonably practicable after the Participant’s Termination Date.

D. Revocation of Election

A Participant may revoke or modify an election to defer Eligible Compensation duly made, provided that written notice of the same is filed with the E.C.C. before the date on which such election would become irrevocable under Section 4.A. The E.C.C. may grant a Participant’s application to cancel a deferral election if the Participant has incurred either an unforeseeable emergency, as defined in Section 6.D, or a disability, as defined below. In the case of such an application based on the Participant’s disability, the cancellation must occur by the end of the calendar year in which the Participant incurs the disability or by the 15^th day of the third month following the date the Participant incurs the disability. For purposes of this Section 4.D, disability means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

E. Subsequent Changes as to Time and Form of Payment

An Eligible Participant who has made a deferral election pursuant to Section 4.A or this Section 4.E may also make a subsequent election to delay or change the form of payment of Deferred Compensation subject to such election, provided that the election satisfies the following conditions:

(i) The subsequent election does not take effect until at least 12 months after the date on which it is made;

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(ii) Payment of the Deferred Compensation with respect to which the subsequent election is made results in a deferral for a period of not less than five years from the date the Deferred Compensation would otherwise have been paid; and

(iii) The subsequent election is made at least 12 months before the date that the Deferred Compensation would be paid under the prior deferral election.

For purposes of this Section 4.E, a deferral election will not be considered to have been made until it becomes irrevocable.

F. Deferral of Vesting under Restricted Stock Agreement

An Eligible Participant may elect, subject to the Company’s agreement, to defer the date on which an award of common stock of the Company under Section 8 of the BJ’s Wholesale Club, Inc. 2007 Stock Incentive Plan (“Restricted Stock”) would otherwise become vested. Such election must be made prior to the date the Restricted Stock vests by executing a Restatement of the Restricted Stock Agreement originally entered into by the Eligible Participant and the Company at the time the Restricted Stock was awarded.

5. Establishment of Deferred Account

The Company shall establish and maintain a separate Deferred Account for each deferral made by a Participant, except that a single aggregated Deferred Account may be maintained for all deferrals by a Participant having identical payout periods.

Each Deferred Account of a Participant shall consist of an amount of money credited to such account by reason of the Participant’s election to defer Eligible Compensation, as follows:

(1) Principal

The Participant’s Deferred Account shall be credited with the amount of such Eligible Compensation as the Participant shall elect to defer as of the date on which it would be payable but for said deferral.

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(2) Interest

On the last day of each Fiscal Quarter of each Fiscal year, the Participant’s Deferred Account shall be credited with interest computed on the average monthly balance of said account during the Fiscal Quarter at the Interest Rate designated for the Fiscal Year.

After the close of each Fiscal Year, the Company shall deliver to each Participant a written report summarizing the balance of the Participant’s Deferred Account(s) as of the last day of the Fiscal Year.

6. Payment of Deferred Compensation

A. Amount of Payment

Unless the Participant has selected a lump sum payment or some other payment schedule or formula which has been approved by the E.C.C., the amount to be paid to a Participant in any month during the payout period specified in the Participant’s election shall be paid in cash and computed by multiplying the amount credited to the Deferred Account by a fraction, the numerator of which is one and the denominator of which is the number of months remaining in the applicable payment period.

B. Time of Payment

(1) Distribution While Actively Employed. In the case in which a Participant elects to receive payment on a specified date or event and the Participant is actively employed by the Company at such date or event, all payments shall be made in accordance with the election(s) filed with the Company.

(2) Distribution Upon Termination Date. The entire amount, if any, then credited to each Deferred Account of a Participant shall be paid to him or his designated Beneficiary or his estate, as the case may be, in accordance with the election(s) filed by the Participant with the Company.

C. Delay in Payment

Notwithstanding anything to the contrary, payments due to separation from service with the Company of a Specified Employee may not be made before the date that is six months after the date of separation from service within the meaning of Section 409A of the Code, or, if earlier, the date of the Specified Employee’s death.

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For purposes of this Section 6, a Participant is a “Specified Employee” for each 12-month period that begins on April 1 if the Participant has met any of the following requirements at any time during the calendar year (based on the total compensation reported on the Participant’s Form W-2 for such calendar year) that precedes such April 1:

(i) The Participant was an officer of the Company having annual compensation from the Company greater than $130,000, as annually adjusted pursuant to Section 416(i)(A) of the Code,

(ii) The Participant was a person owning (or considered as owning within the meaning of Section 318 of the Code) more than 5% of the outstanding stock of the Company or stock possessing more than 5% of the total combined voting power of all the stock of the Company, or

(iii) The Participant was a person having annual compensation from the Company greater than $150,000 who would be described in clause (ii) if “1%” were substituted for “5%” each place it appears in such clause.

The identification of a Specified Employee, shall be made by applying regulations issued by the Internal Revenue Service under Sections 409A and 416 of the Code, disregarding Section 416(i)(5) of the Code.

D. Distributions for Unforeseeable Emergencies

Upon a Participant’s request, the Company may, in its discretion, distribute the Participant’s Deferred Account if the Participant has suffered an unforeseeable emergency, provided that the distribution is limited to the amount reasonably necessary to satisfy the emergency (which may include amounts necessary to pay any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution). The determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation that will be available if the Participant’s deferral election is cancelled, and distribution may not be made to the extent that the emergency may be relieved by cessation of additional deferrals under this Plan, reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship. For purposes of this Section 6.D, an “unforeseeable emergency” is a severe financial hardship to the Participant resulting from an illness or accident of the Participant, or of the Participant’s spouse, beneficiary or dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof); loss of the Participant’s property due to casualty; or some other extraordinary and unforeseeable circumstance arising as a result of events beyond the Participant’s control.

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7. General Provisions

A. Assignment

No Participant’s interest in any Deferred Account is assignable, either by voluntary or involuntary assignment or by operation of law. No part of any Deferred Compensation may be paid over, loaned, sold, assigned, transferred, discontinued, pledged as collateral for a loan, or in any other way encumbered until after the Deferral Period with respect to such Deferred Compensation.

B. Unsegregated Funds

The Company shall be under no obligation to segregate any deferred funds, and an election to defer Eligible Compensation hereunder shall constitute an acknowledgement and agreement by the Participant that such unsegregated funds belong absolutely and unconditionally to the Company and are subject to the claims of the Company’s unsecured general creditors. Nothing herein contained shall be construed as creating any trust, express or implied, for the benefit of any Participant. Notwithstanding the foregoing, the Company in its discretion may establish and fund a so-called “rabbi trust” or similar grantor trust to provide for the payment of benefits hereunder.

C. Designation of Beneficiary

Subject to applicable law, each Participant may designate a Beneficiary(ies) to receive payments to be made of Deferred Compensation, if any, after the Participant’s death. In the absence of such designation, all such amounts shall be paid to the Participant’s estate. The designation shall be made on a form to be supplied by the E.C.C. and may be revoked or superseded at any time. Payments to a Beneficiary(ies) shall be made in accordance with a schedule designated by the Participant.

D. Reservation of Rights

Nothing in this Plan shall be construed to (i) give any employee any right to defer compensation other than as expressly authorized and permitted by the E.C.C, (ii) limit in any way the right of the Company to terminate a Participant’s employment with the Company or (iii) be evidence of any agreement or understanding, express or implied, that the Company will employ a Participant at any particular rate of remuneration.

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E. Amendment or Termination of the Plan

The Company, by the action of its Board of Directors may terminate or amend this Plan at any time, provided that any such termination or amendment shall not adversely affect the rights of Participants or Beneficiaries to payments of amounts standing to the credit of Participants in their Deferred Accounts at the time of such amendment or termination. In the event that the Plan is terminated, a distribution of Deferred Accounts that would result in an acceleration of the time or the form of an amount payable pursuant to a deferral election may only be made if such distribution meets the requirements of Section 409 A of the Code and regulations thereunder.

F. Withholding

The Company shall have the right to deduct or withhold from all payments of Deferred Compensation any taxes or levies required by law to be withheld from an employee with respect to such payments.

G. Effective Date

This Plan is effective on the date on which Waban Inc. completed the spin-off of the Company by distributing to the stockholders of Waban Inc. on a pro rata basis all of the then outstanding shares of Common Stock of the Company.

H. Change of Control

Notwithstanding any other provision of the Plan, upon a Change of Control (as defined in Exhibit A) of the Company, no further deferrals under Section 4 (whether elected prior to the Change of Control or not) shall be permitted; the entire amount then credited to each Deferred Account of each Participant shall promptly be paid to such Participant (or his designated Beneficiary or his estate) in a lump sum payment; and the Plan shall terminate.

I. Named Fiduciary

The E.C.C. shall serve as the Named Fiduciary of the Plan. With respect to any claim for benefits made under the Plan, the E.C.C. shall follow the claims and review procedure set forth in any savings plan maintained by the Company which is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended; provided that the E.C.C. may designate one of its members to review initial claims for benefits, but the full membership of the E.C.C. shall review any denied claim when requested to do so by the claimant in accordance with the procedure.

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2008 Amendment and Restatement Approved by the Board
Date:	March 27, 2008

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EXHIBIT A

Definition of “Change of Control”

(a) “Change of Control” shall mean the occurrence of any one of the following events:

(i) Change in Ownership. The acquisition of ownership of the Company’s stock by any one person or group that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of such stock, provided that stock in the Company remains outstanding after any such transaction, and further provided that if a person or group owns (or is treated under the Code as owning) more than 50% of the total fair market value or total voting power of such stock, the acquisition of additional stock in the Company by such person or group will not result in a Change of Control. For purposes of the preceding sentence, an increase in the percentage of Company stock owned by any person or group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of Company stock.

(ii) Change in Effective Control. Either of the following transactions:

(A) The acquisition of ownership of the Company’s stock possessing 30% or more of the total voting power of all Company stock by any one person or group during the 12-month period ending on the date of the most recent acquisition of Company stock by such person or group; or

(B) The replacement of more than 50% of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such board as constituted before the date of the appointment or election.

(iii) Change in Ownership of Company Assets. The acquisition of 40% or more of the total gross fair market value of the Company’s assets by any one person or group during the 12-month period ending on the date of the most recent acquisition of assets of the Company by such person or group. For purposes of the preceding sentence, “gross fair market value” means the value of the Company’s assets or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets, and the total gross fair market value of all of the Company’s assets is determined immediately before the 12-month period. Notwithstanding anything to the contrary, a Change of Control resulting from a transfer of Company assets will not occur if the assets are transferred to:

(A) A shareholder of the Company immediately before such transfer in exchange for or with respect to Company stock;

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(B) An entity 50% or more of the total value or voting power of which is owned immediately after the transfer of the assets, directly or indirectly, by the Company;

(C) A person or group that owns immediately after the transfer of the assets, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company, or an entity, at least 50% of the total value or voting power of which is owned immediately after the transfer of the assets, directly or indirectly, by such person or group.

(b) Definition of Group. For purposes of determining whether a Change of Control has occurred, the term, “group,” as used in subsection (a) of this Exhibit, includes persons that are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

(c) Interpretation. The definition of Change of Control in this Exhibit is intended to be in conformity with the requirements of Section 409A of the Code and regulations issued thereunder, and any interpretation of such definition is to be guided by this objective.

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EXECUTIVE SUMMARY

AMENDMENTS TO DEFERRED COMPENSATION AND INCENTIVE PLANS

BJ’S WHOLESALE CLUB, INC.

BJ’s Wholesale Club, Inc. maintains four nonqualified deferred compensation plans: (1) BJ’s Wholesale Club, Inc. General Deferred Compensation Plan (“General Plan”); (2) BJ’s Wholesale Club, Inc. Management Incentive Plan (“MIP”); (3) BJ’s Wholesale Club, Inc. Growth Incentive Plan (“GIP”); and (4) BJ’s Wholesale Club, Inc. Executive Retirement Plan. After legal review, it has been proposed that the first three plans be amended and restated in order to bring them into compliance with new rules under Section 409A of the Internal Revenue Code (“Code”). The final plan, the Executive Retirement Plan, has been determined to be 409A compliant. The amendment and restatement of the MIP and the GIP will also reauthorize those plans for purposes of the limit on deductible compensation contained in Section 162(m) of the Code.

Section 409A was enacted in 2004 with the purpose of providing comprehensive rules for the taxation of benefits payable by nonqualified deferred compensation plans. The effective date of the statute, the ultimate goal of which is to limit the ability of employees to manipulate the time when compensation will be paid, was January 1, 2005. The effective date of the enclosed amendments reflects this date. The primary objectives of the amendments are discussed below.

Timely Deferral Elections. Under the final Section 409A regulations, the generally applicable deadline for making an election to defer compensation is December 31 of the calendar year preceding the year in which the services to be compensated are performed. The election made at such time must also specify the time and the form of distribution. The amendments incorporate rules for making timely deferral elections in the nonqualified plans.

Special Timing Rules Related to Performance-Based Pay. Under the 409A regulations, deferral elections with respect to performance-based compensation can be made as late as six months before the end of the performance period. In order to qualify as performance-based compensation, a bonus, such as an amount payable under the MIP or the GIP, must be contingent on the satisfaction of pre-established criteria relating to the performance of BJ’s or of the individual participant over a period of at least 12 consecutive months. The proposed amendments ensure that the plans qualify for the favorable exception relating to the time for making deferrals of performance-based pay.

Anti-Acceleration Rules. Section 409A prohibits the acceleration of the time for paying benefits established at the time of the initial deferral. This has implications for distributions that would be triggered by financial emergencies suffered by a participant, by disability of the participant or by changes in the control of the company paying the benefits. In such cases, Section 409A allows for a relaxation of the general prohibition on acceleration but limits the circumstances in which a distribution may be made. Thus, special definitions are required for events such as financial hardship, disability and change in control. The proposed amendments would incorporate these definitions and special rules into the plans.

Six Months Delay of Distributions for Key Employees. In order to guard against diversion of the assets of financially troubled companies by corporate insiders, Section 409A requires that distributions due on separation from service to certain key employees of a publicly traded company, such as BJ’s, be delayed for a period of six months. The 409A regulations provide a methodology for identifying the employees subject to this restriction. The six month delay rule and the criteria for identifying the employees to which it applies are reflected in the amendments.

Stock Incentive Plan. In addition to the 409A amendments discussed above, an amendment to the General Deferred Compensation Plan authorizes deferrals of the vesting date with respect to restricted stock issued under the BJ’s Wholesale Club, Inc. 2007 Stock Incentive Plan.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Laura J. Sen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BJ’s Wholesale Club, Inc.;

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 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’s 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 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: September 9, 2010	/s/ LAURA J. SEN
	Laura J. Sen
	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Frank D. Forward, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BJ’s Wholesale Club, Inc.;

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 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’s 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 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: September 9, 2010	/s/ FRANK D. FORWARD
	Frank D. Forward
	Executive Vice President and Chief Financial Officer
	(Principal 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 BJ’s Wholesale Club, Inc. (the “Company”) for the period ended July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Laura J. Sen, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to the undersigned’s knowledge:

(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.

Dated: September 9, 2010	/s/ LAURA J. SEN
	Laura J. Sen
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

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 BJ’s Wholesale Club, Inc. (the “Company”) for the period ended July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Frank D. Forward, Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to the undersigned’s knowledge:

(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.

Dated: September 9, 2010	/s/ FRANK D. FORWARD
	Frank D. Forward
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)