Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 the quarterly period ended October 28, 2023

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

For the transition period from to

Commission File Number: 001-38559

_______________________________

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware			45-2936287
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

350 Campus Drive
Marlborough, Massachusetts			01752
(Address of principal executive offices)			(Zip Code)

(774) 512-7400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	BJ	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 16, 2023, the registrant had 133,381,006 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	31
	Signature	32

TRADEMARKS

BJ’s Wholesale Club®, BJ’s®, Wellsley Farms®, Berkley Jensen®, My BJ’s Perks®, BJ’s Easy Renewal®, BJ’s Gas®, BJ's One®, BJ's One+®, BJ’s Perks Elite®, BJ’s Perks Plus®, Inner Circle®, Same-Day-Select®, ExpressPay® and BJ’s Perks Rewards® are all registered trademarks of BJ’s Wholesale Club, Inc. Other trademarks, tradenames and service marks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of those other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, trademarks, trade names and service marks referred to in this Quarterly Report on Form 10-Q may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks.

DEFINED TERMS

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires:

• "The Company", "BJ’s", "we", "us" and "our" mean BJ’s Wholesale Club Holdings, Inc. and, unless the context otherwise requires, its consolidated subsidiaries;

•"ABL Revolving Facility" means the Company's revolving credit facility entered into on July 28, 2022;

•"ABL Revolving Commitment" means the aggregate committed amount of $1.2 billion under the ABL Revolving Facility;

• "First Lien Term Loan" means the Company’s senior secured first lien term loan facility that was amended on October 12, 2023;

•"Fourth Amendment" means the Company’s fourth amendment to the senior secured former first lien term loan facility that was entered into on October 12, 2023;

• "fiscal year 2022" means the 52 weeks ended January 28, 2023;

• "fiscal year 2023" means the 53 weeks ending February 3, 2024;

• "GAAP" means generally accepted accounting principles in the United States of America;

• "ESPP" means the Company's Employee Stock Purchase Plan; and

• "SOFR" means the Secured Overnight Financing Rate.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)

(Unaudited)


	October 28, 2023		January 28, 2023		October 29, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	33,551	$	33,915	$	34,644
Accounts receivable, net	224,505		239,746		251,978
Merchandise inventories	1,661,852		1,378,551		1,504,368
Prepaid expenses and other current assets	80,550		51,033		72,285
Total current assets	2,000,458		1,703,245		1,863,275
Operating lease right-of-use assets, net	2,174,706		2,142,925		2,163,504
Property and equipment, net	1,495,912		1,337,029		1,296,151
Goodwill	1,008,816		1,008,816		1,008,816
Intangibles, net	109,600		115,505		117,814
Deferred income taxes	7,429		11,498		4,341
Other assets	40,323		30,938		25,002
Total assets	$	6,837,244	$	6,349,956	$	6,478,903
LIABILITIES
Current liabilities:
Short-term debt	$	434,000	$	405,000	$	295,000
Current portion of operating lease liabilities	180,490		177,233		176,659
Accounts payable	1,318,959		1,195,697		1,363,734
Accrued expenses and other current liabilities	805,607		767,411		764,572
Total current liabilities	2,739,056		2,545,341		2,599,965
Long-term operating lease liabilities	2,084,744		2,058,797		2,085,625
Long-term debt	398,355		447,880		600,123
Deferred income taxes	65,104		57,024		70,432
Other non-current liabilities	196,289		194,077		179,883
Commitments and contingencies (see Note 5)
STOCKHOLDERS’ EQUITY
Preferred stock; par value $0.01; 5,000 shares authorized, and no shares issued	—		—		—
Common stock, par value $0.01; 300,000 shares authorized, 147,470 shares issued and 133,494 outstanding at October 28, 2023; 146,347 shares issued and 133,903 outstanding at January 28, 2023; and 146,243 shares issued and 134,429 outstanding at October 29, 2022	1,475		1,463		1,461
Additional paid-in capital	993,178		958,555		939,855
Retained earnings	1,022,359		644,490		514,712
Accumulated other comprehensive income	1,049		1,550		2,010
Treasury stock, at cost, 13,976 shares at October 28, 2023; 12,444 shares at January 28, 2023; and 11,814 shares at October 29, 2022	(664,365)		(559,221)		(515,163)
Total stockholders’ equity	1,353,696		1,046,837		942,875
Total liabilities and stockholders’ equity	$	6,837,244	$	6,349,956	$	6,478,903

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)


	Thirteen Weeks Ended
	October 28, 2023		October 29, 2022
Net sales	$	4,818,670	$	4,685,834
Membership fee income	106,053		99,485
Total revenues	4,924,723		4,785,319
Cost of sales	4,022,243		3,908,219
Selling, general and administrative expenses	697,104		674,426
Pre-opening expenses	6,001		10,706
Operating income	199,375		191,968
Interest expense, net	18,004		12,450
Income from continuing operations before income taxes	181,371		179,518
Provision for income taxes	50,904		48,124
Income from continuing operations	130,467		131,394
Loss from discontinued operations, net of income taxes	—		(1,452)
Net income	$	130,467	$	129,942
Income per share attributable to common stockholders—basic:
Income from continuing operations	$	0.98	$	0.98
Loss from discontinued operations	—		(0.01)
Net income	$	0.98	$	0.97
Income per share attributable to common stockholders—diluted:
Income from continuing operations	$	0.97	$	0.96
Loss from discontinued operations	—		(0.01)
Net income	$	0.97	$	0.95
Weighted-average shares of common stock outstanding:
Basic	133,069		134,091
Diluted	134,984		136,621
Other comprehensive income:


Total other comprehensive income	—		—
Total comprehensive income	$	130,467	$	129,942

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)


	Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022
Net sales	$	14,299,132	$	14,090,673
Membership fee income	312,273		294,897
Total revenues	14,611,405		14,385,570
Cost of sales	11,932,120		11,857,263
Selling, general and administrative expenses	2,081,392		1,961,606
Pre-opening expenses	11,479		21,508
Operating income	586,414		545,193
Interest expense, net	48,968		31,166
Income from continuing operations before income taxes	537,446		514,027
Provision for income taxes	159,666		129,165
Income from continuing operations	377,780		384,862
Income (loss) from discontinued operations, net of income taxes	89		(1,466)
Net income	$	377,869	$	383,396
Income per share attributable to common stockholders—basic:
Income from continuing operations	$	2.84	$	2.87
Income (loss) from discontinued operations	—		(0.01)
Net income	$	2.84	$	2.86
Income per share attributable to common stockholders—diluted:
Income from continuing operations	$	2.79	$	2.82
Income (loss) from discontinued operations	—		(0.01)
Net income	$	2.79	$	2.81
Weighted-average shares of common stock outstanding:
Basic	133,232		134,225
Diluted	135,338		136,630
Other comprehensive income (loss):
Amounts released from other comprehensive income, net of tax	$	(501)	$	117
Unrealized gain on cash flow hedge, net of income tax provision of $229, at October 29, 2022	—		588
Total other comprehensive income (loss)	(501)		705
Total comprehensive income	$	377,368	$	384,101

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance, January 28, 2023	146,347	$	1,463	$	958,555	$	644,490	$	1,550	(12,444)	$	(559,221)	$	1,046,837
Net income	—	—		—		116,077		—		—	—		116,077
Amounts reclassified from accumulated other comprehensive income, net of tax	—	—		—		—		(501)		—	—		(501)

Common stock issued under stock incentive plans	1,033	10		(10)		—		—		—	—		—
Stock-based compensation expense	—	—		10,007		—		—		—	—		10,007
Exercise of stock options	—	—		1,675		—		—		—	—		1,675
Acquisition of treasury stock	—	—		—		—		—		(560)	(42,369)		(42,369)
Balance, April 29, 2023	147,380	1,473		970,227		760,567		1,049		(13,004)	(601,590)		1,131,726
Net income	—	—		—		131,325		—		—	—		131,325
Common stock issued under stock incentive plans	2	—		—		—		—		—	—		—
Common stock issued under ESPP	61	1		3,254		—		—		—	—		3,255
Stock-based compensation expense	—	—		9,624		—		—		—	—		9,624
Exercise of stock options	—	—		261		—		—		—	—		261
Acquisition of treasury stock	—	—		—		—		—		(719)	(44,902)		(44,902)
Balance, July 29, 2023	147,443	1,474		983,366		891,892		1,049		(13,723)	(646,492)		1,231,289
Net income	—	—		—		130,467		—		—	—		130,467
Common stock issued under stock incentive plans	27	1		(1)		—		—		—	—		—
Stock-based compensation expense	—	—		9,380		—		—		—	—		9,380
Exercise of stock options	—	—		433		—		—		—	—		433
Acquisition of treasury stock	—	—		—		—		—		(253)	(17,873)		(17,873)
Balance, October 28, 2023	147,470	$	1,475	$	993,178	$	1,022,359	$	1,049	(13,976)	$	(664,365)	$	1,353,696

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance, January 29, 2022	145,451	$	1,454	$	902,704	$	131,313	$	1,305	(9,945)	$	(388,668)	$	648,108
Net income	—	—		—		112,450		—		—	—		112,450
Amounts reclassified from accumulated other comprehensive income, net of tax	—	—		—		—		117		—	—		117
Unrealized gain on cash flow hedge, net of tax	—	—		—		—		588		—	—		588
Common stock issued under stock incentive plans	490	5		(5)		—		—		—	—		—
Stock-based compensation expense	—	—		9,115		—		—		—	—		9,115
Exercise of stock options	—	—		2,306		—		—		—	—		2,306
Acquisition of treasury stock	—	—		—		—		—		(801)	(51,342)		(51,342)
Balance, April 30, 2022	145,941	1,459		914,120		243,763		2,010		(10,746)	(440,010)		721,342
Net income	—	—		—		141,007		—		—	—		141,007


Common stock issued under stock incentive plans	172	2		(2)		—		—		—	—		—
Common stock issued under ESPP	44	—		2,331		—		—		—	—		2,331
Stock-based compensation expense	—	—		9,387		—		—		—	—		9,387
Exercise of stock options	—	—		2,712		—		—		—	—		2,712
Acquisition of treasury stock	—	—		—		—		—		(359)	(23,188)		(23,188)
Balance, July 30, 2022	146,157	1,461		928,548		384,770		2,010		(11,105)	(463,198)		853,591
Net income	—	—		—		129,942		—		—	—		129,942


Common stock issued under stock incentive plans	86	—		—		—		—		—	—		—
Stock-based compensation expense	—	—		9,463		—		—		—	—		9,463
Exercise of stock options	—	—		1,844		—		—		—	—		1,844
Acquisition of treasury stock	—	—		—		—		—		(709)	(51,965)		(51,965)
Balance, October 29, 2022	146,243	$	1,461	$	939,855	$	514,712	$	2,010	(11,814)	$	(515,163)	$	942,875

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	377,869	$	383,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	166,421		149,259
Amortization of debt issuance costs and accretion of original issue discount	900		2,282
Debt extinguishment charges	1,830		687
Stock-based compensation expense	29,011		27,965
Deferred income tax provision	12,149		18,474
Changes in operating leases and other non-cash items	3,684		26,235
Increase (decrease) in cash due to changes in:
Accounts receivable	15,205		(73,162)
Merchandise inventories	(283,301)		(173,361)
Prepaid expenses and other current assets	(23,628)		(5,248)
Other assets	(9,917)		(444)
Accounts payable	123,262		250,951
Accrued expenses and other current liabilities	29,916		(3,802)
Other non-current liabilities	1,130		9,625
Net cash provided by operating activities	444,531		612,857
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment, net of disposals	(347,951)		(294,308)
Proceeds from sale-leaseback transactions	12,310		11,092
Acquisitions	—		(376,521)
Net cash used in investing activities	(335,641)		(659,737)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long term-debt	305,041		—
Payments on long-term debt	(355,041)		(150,000)

Proceeds from revolving lines of credit	564,000		1,110,000
Payments on revolving lines of credit	(535,000)		(815,000)
Debt issuance costs paid	(1,722)		(2,733)
Net cash received from stock option exercises	2,369		6,545
Net cash received from ESPP	3,255		2,331
Acquisition of treasury stock	(101,819)		(127,458)
Proceeds from financing obligations	11,691		16,949
Other financing activities	(2,028)		(4,546)
Net cash (used in) provided by financing activities	(109,254)		36,088
Net decrease in cash and cash equivalents	(364)		(10,792)
Cash and cash equivalents at beginning of period	33,915		45,436
Cash and cash equivalents at end of period	$	33,551	$	34,644

Supplemental cash flow information:
Interest paid	$	44,335	$	25,031
Income taxes paid	156,632		134,021
Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items	165,931		190,803
Non-cash financing and investing activities:
Finance lease liabilities arising from obtaining right-of-use assets	4,467		7,443
Financing obligations arising from failed sale-leasebacks	—		3,487
Property additions included in accrued expenses	32,104		29,192
Treasury stock repurchases included in accrued expenses	3,325		770

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

BJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. The Company provides a curated assortment focused on grocery, general merchandise, gasoline and other ancillary services, coupon books, and promotions to offer a differentiated shopping experience that is further enhanced by its omnichannel capabilities. As of October 28, 2023, the Company operated 238 warehouse clubs and 169 gas stations in 20 states.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying interim financial statements of BJ’s Wholesale Club Holdings, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP.

The condensed consolidated balance sheet as of January 28, 2023 is derived from the audited consolidated balance sheet as of that date. The Company’s business, as is common with the business of retailers generally, is subject to seasonal influences. The Company’s sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year 2022, as filed with the Securities and Exchange Commission on March 16, 2023.

(b) Fiscal Year

The Company follows the National Retail Federation’s fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31. The thirteen-week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "third quarter of fiscal year 2023" and the "third quarter of fiscal year 2022," respectively. The thirty-nine week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "thirty-nine weeks ended October 28, 2023" and the "thirty-nine weeks ended October 29, 2022," respectively. Operating results for the thirteen-week and thirty-nine week periods ended October 28, 2023 are not necessarily indicative of the results that may be expected for the 53-week fiscal year ending February 3, 2024.

The Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2022. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

3. Revenue Recognition

(a) Performance Obligations

The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue as it satisfies a performance obligation by transferring control of the goods or services to the customer.

Net sales

The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Sales tax is recorded as a liability at the point-of-sale. Revenue is recorded at the point-of-sale based on the transaction price, net of any applicable discounts, sales tax and expected refunds. For e-commerce sales, the Company recognizes sales when control of the merchandise is transferred to the customer, which is typically at the time of shipment.

The following table summarizes the Company’s point-of-sale transactions at clubs and gas stations, excluding sales tax, as a percentage of both net sales and total revenues:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Point-of-sale transactions, excluding sales tax, as a percent of net sales	92	%	92	%	91	%	92	%
Point-of-sale transactions, excluding sales tax, as a percent of total revenues	90	%	90	%	89	%	90	%

Rewards programs

The Company’s BJ’s Perks Rewards membership program which was in place in fiscal year 2022 and the first month of fiscal year 2023, allowed participating members to earn 2% cash back, up to a maximum of $500 per year, on qualified purchases made at BJ’s. The Company also offered a co-branded credit card program, the My BJ’s Perks program, which allowed My BJ’s Perks Mastercard credit card holders to earn up to a 10 cent-per-gallon discount on gasoline, up to 5% cash back on eligible purchases made in BJ’s clubs or online at bjs.com, and up to 2% cash back on purchases made with the card outside of BJ’s. Cash back was in the form of electronic awards issued in $10 increments that could be used online or in-club and expired six months from the date issued.

In the first quarter of fiscal year 2023, the Company rebranded the rewards program. The former BJ's Perks Rewards membership program is now the Club+ program, whereby participating members earn 2% cash back, up to a maximum of $500 per year, on qualified purchases made at BJs and a 5 cent-per-gallon discount at BJ's gas locations. Cash back is in the form of electronic awards issued to each member once $10 in rewards have been earned. The Company's co-branded credit card program is now the BJ's One and BJ's One+ program, which allows cardholders with the opportunity to earn up to 5% cash back on purchases made in BJ's clubs or online at bjs.com and up to a 15 cent-per-gallon discount on gasoline when paying with a BJ's One or BJ's One+ Mastercard at our BJ’s gas locations. Cash back is in the form of electronic awards issued to each member monthly on their credit card statement date. Earned rewards under these two programs do not expire.

The Company accounts for these transactions as multiple-element arrangements and allocates the transaction price to separate performance obligations using their relative fair values. The Company includes the fair value of award dollars earned in deferred revenue at the time the award dollars are earned. Earned awards may be redeemed on future purchases made at the Company. The Company recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or on the Company’s website or mobile app. The Company recognizes royalty revenue related to the outstanding My BJ's Perks and BJ's One and BJ's One+ credit card programs based upon actual customer activities, such as reward redemptions. Additionally, the Company deferred revenue for funds received related to marketing and other integration costs in connection with the new co-brand credit card program and will recognize these into revenue as performance obligations are satisfied.

Membership

The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, shop on the Company’s website, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12 months. In addition, members have access to other ancillary services, coupon books, and promotions. As the Company has the obligation to provide access to its clubs, website, and gas stations for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership.

Gift Card Programs

The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the amount of the face value of the gift card. Revenue from gift card sales is recognized upon redemption of the gift cards and control of the purchased goods or services is transferred to the customer.

(b) Contract Balances

The following table summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers:


	October 28, 2023		January 28, 2023		October 29, 2022
Current:
Rewards programs:
Earned award dollars	$	46,816	$	34,676	$	44,490
Royalty revenue	5,454		17,877		23,255
Co-brand marketing & integration	3,996		6,960		—
Total rewards programs	56,266		59,513		67,745
Membership	193,879		183,692		178,297
Gift card programs	13,644		14,092		12,080
Long-term:
Rewards programs:
Co-brand marketing & integration	7,147		11,895		—
Total deferred revenue	$	270,936	$	269,192	$	258,122

Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of January 28, 2023:


	Thirty-Nine Weeks Ended
	October 28, 2023
Rewards programs:
Earned award dollars	$	34,676
Royalty revenue	17,877
Co-brand marketing & integration	7,467
Total rewards programs	60,020
Membership	174,678
Gift card programs	4,765
Total revenue	$	239,463

Performance obligations related to earned award dollars, royalty revenue and membership fees are typically satisfied over a period of twelve months or less. Funds received related to marketing and other integration costs in connection with our co-brand credit card program are recognized as performance obligations are satisfied. The timing and recognition of gift card redemptions varies depending on consumer behavior and spending patterns.

(d) Disaggregation of Revenue

The Company’s club retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of its consolidated total revenues, and are the Company’s only reportable segment. All the

Company’s identifiable assets are in the United States. The Company does not have significant sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented.

The following table summarizes the Company’s percentage of net sales disaggregated by category:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Grocery	70	%	70	%	71	%	67	%
General Merchandise and Services	10	%	10	%	10	%	11	%
Gasoline and Other	20	%	20	%	19	%	22	%

4. Debt and Credit Arrangements

The following table summarizes the Company’s debt (in thousands):


	October 28, 2023		January 28, 2023		October 29, 2022
ABL Revolving Facility	$	434,000	$	405,000	$	295,000
First Lien Term Loan	400,000		450,000		601,920
Unamortized original issue discount and debt issuance costs	(1,645)		(2,120)		(1,797)
Less: Short-term debt	(434,000)		(405,000)		(295,000)
Long-term debt	$	398,355	$	447,880	$	600,123

ABL Revolving Facility

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $1.2 billion pursuant to that certain credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and the other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL Revolving Commitment or a borrowing base based on the value of certain inventory, accounts and credit card receivables, subject to specified advance rebates and reserves as set forth in the Credit Agreement. Indebtedness under the ABL Revolving Facility is secured by substantially all of the assets (other than real estate) of the Company and its subsidiaries, subject to customary exceptions. As amended, interest on the ABL Revolving Facility is calculated either at the SOFR plus a range of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability. The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one, three, or six months, as selected by the Company, or for such other period that is twelve months or less requested by the Company and consented to by the lenders and administrative agent.

The ABL Revolving Facility places certain restrictions (i.e., covenants) upon the Borrower’s, and its subsidiaries’, ability to, among other things, incur additional indebtedness, pay dividends and make certain loans, investments, and divestitures. The ABL Revolving Facility contains customary events of default (including payment defaults, cross-defaults to certain of the Company's other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Revolving Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Revolving Facility.

As of October 28, 2023, there was $434.0 million outstanding in loans under the ABL Revolving Facility and $12.3 million in outstanding letters of credit. The interest rate on the ABL Revolving Facility was 6.43% and unused capacity was $753.7 million.

First Lien Term Loan

On October 12, 2023, the Company entered into an amendment (the “Fourth Amendment”) to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent and the

lenders party thereto. Deutsche Bank Securities Inc. acted as the left lead arranger and bookrunner, and Nomura Securities International, Inc., BofA Securities, Inc. and Wells Fargo Securities LLC acted as joint lead arrangers and joint bookrunners of the Fourth Amendment.

The Fourth Amendment, among other things, extends the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2027 to February 3, 2029. In addition, the Fourth Amendment reduces applicable margin in respect of the interest rate, effective immediately, from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum.

Voluntary prepayments are permitted. Principal payments must be made on the First Lien Term Loan pursuant to an annual excess cash flow calculation when the net leverage ratio exceeds 3.50 to 1.00. As of October 28, 2023, the Company's net leverage ratio did not exceed 3.50 to 1.00, and therefore, no incremental principal payments were required. The First Lien Term Loan is subject to certain affirmative and negative covenants but no financial covenants. It is secured on a senior basis by certain "fixed assets" of the Company and on a junior basis by certain "liquid" assets of the Company.

Total fees incurred in connection with the refinancing were approximately $1.7 million. The Company expensed $1.4 million of previously capitalized debt issuance costs and original issue discount and expensed $0.4 million of new third-party fees. The Company deferred $1.3 million of new debt issuance costs.

As of October 28, 2023, there was $400.0 million outstanding under the First Lien Term Loan, which reflects the Company's repayment of $50.0 million of the principal amount outstanding under the First Lien Term Credit Agreement during the third quarter of fiscal year 2023 prior to the Fourth Amendment. There was $450.0 million outstanding on the First Lien Term Loan at January 28, 2023 and $601.9 million outstanding at October 29, 2022. The interest rates were 7.35%, 7.11%, and 5.35% at October 28, 2023, January 28, 2023, and October 29, 2022, respectively.

5. Commitments and Contingencies

The Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material loss to the condensed consolidated financial statements.

6. Stock Incentive Plans

On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Plan"). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. Prior to the adoption of the 2018 Plan, the Company granted stock-based compensation to employees and non-employee directors under the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2011 Plan") and the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding, Inc.), as amended (the "2012 Director Plan"). No further grants will be made under the 2011 Plan or the 2012 Director Plan.

The 2018 Plan authorizes the issuance of 13,148,058 shares, including 985,369 shares that were reserved but not issued under the 2011 Plan and the 2012 Director Plan. If an award under the 2018 Plan, the 2011 Plan, or the 2012 Director Plan is forfeited, expires, or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration, or cash settlement, be used again for new grants under the 2018 Plan. Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan, the 2011 Plan, or the 2012 Director Plan will be added to the shares authorized for grant under the 2018 Plan. The following shares may not be used again for grant under the 2018 Plan: (1) shares subject to a stock appreciation right ("SAR") that are not issued in connection with the stock settlement of the SAR upon its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan, 2011 Plan, or 2012 Director Plan. As of October 28, 2023, there were 4,932,865 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the thirty-nine weeks ended October 28, 2023 (shares in thousands):


	Stock Options			Restricted Stock			Restricted Stock Units			Performance Stock
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value
Outstanding, January 28, 2023	1,788	$	20.35	750	$	50.10	24	$	58.61	854	$	45.70
Granted (a)	—	—		329	75.85		22	62.13		503	76.07
Forfeited/canceled	—	—		(52)	64.62		(5)	58.61		(40)	58.81
Exercised/vested	(126)	18.78		(409)	43.03		(19)	58.61		(640)	24.35
Outstanding, October 28, 2023	1,662	$	20.47	618	$	67.28	22	$	62.13	677	$	58.84

(a) Includes 320 incremental Performance Stock awards granted in fiscal year 2020 with a weighted-average grant date fair value of $24.35, that vested in fiscal year 2023 at greater than 100% of target based on performance.

Stock-based compensation expense was $9.4 million and $9.5 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively, and $29.0 million and $28.0 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively.

On June 14, 2018, the Company’s board of directors adopted, and its stockholders approved, the ESPP, which became effective July 1, 2018. The aggregate number of shares of common stock that were to be reserved for issuance under the ESPP was to be equal to the sum of (i) 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) 486,507 shares, (B) 0.5% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the Company's board of directors. The amount of expense recognized related to the ESPP was $0.4 million and $0.3 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively, and $1.1 million and $0.8 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. As of October 28, 2023, there were 2,463,889 shares available for issuance under the ESPP.

7. Treasury Shares and Share Repurchase Program

Treasury Shares Acquired on Restricted Stock and Performance Stock Awards

The Company acquired 11,052 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended October 28, 2023, which was recorded as $0.8 million of treasury stock. The Company acquired 24,885 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended October 29, 2022, which was recorded as $1.9 million of treasury stock.

The Company acquired 370,879 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirty-nine weeks ended October 28, 2023, which was recorded as $28.1 million of treasury stock. The Company acquired 260,730 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the thirty-nine weeks ended October 29, 2022, which was recorded as $17.8 million of treasury stock.

Share Repurchase Program

On November 16, 2021, the Company's board of directors approved a share repurchase program (the "2021 Repurchase Program") that allows the Company to repurchase up to $500.0 million of its outstanding common stock from time to time as market conditions warrant. The 2021 Repurchase Program expires in January 2025. The Company initiated the 2021 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value.

The Company repurchased 242,000 shares for $17.1 million and 684,819 shares for $50.1 million during the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. The Company repurchased 1,161,162 shares for $77.0 million and 1,608,325 shares for $108.7 million during the thirty-nine weeks ended October 28, 2023 and October 29, 2022,

respectively. The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.

As of October 28, 2023, $241.9 million remained available to purchase under the 2021 Repurchase Program.

8. Income Taxes

The Company projects the estimated annual effective tax rate for fiscal year 2023 to be 28.2%, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate from continuing operations was 28.1% and 26.8% for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the Company's effective tax rate from continuing operations was and 29.7% and 25.1%, respectively. The increase for both comparative periods was primarily driven by lower tax benefits from stock-based compensation. The increase for the first nine months of fiscal 2023 was also due to an immaterial adjustment to certain deferred tax assets related to prior periods.

The Company is subject to taxation in the U.S. federal and various state taxing jurisdictions. The Company’s tax years from 2018 forward remain open and subject to examination by the Internal Revenue Service and various state taxing authorities.

9. Fair Value Measurements

Certain assets and liabilities are required to be carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Financial Assets and Liabilities

The fair value of the Company's long-term debt is estimated based on current market rates for our specific debt instrument. Judgment is required to develop these estimates. As such, the estimated fair value of long-term debt is classified within Level 2, as defined under U.S. GAAP.

The gross carrying amount and fair value of the Company’s debt at October 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	434,000	$	434,000
First Lien Term Loan	400,000		400,252
Total Debt	$	834,000	$	834,252

The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	405,000	$	405,000
First Lien Term Loan	450,000		450,482
Total Debt	$	855,000	$	855,482

The gross carrying amount and fair value of the Company’s debt at October 29, 2022 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	295,000	$	295,000
First Lien Term Loan	601,920		601,920
Total Debt	$	896,920	$	896,920

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis.

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable, approximate their fair values due to the short-term maturities of these instruments.

10. Earnings Per Share

The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022 (in thousands):


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted-average shares of common stock outstanding, used for basic computation	133,069	134,091	133,232	134,225

Plus: Incremental shares of potentially dilutive securities	1,915	2,530	2,106	2,405
Weighted-average shares of common stock and dilutive potential shares of common stock outstanding	134,984	136,621	135,338	136,630

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 28, 2023

October 29, 2022

October 28, 2023

October 29, 2022

Stock-based awards

203

—

207

100

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q should be considered forward-looking statements, including, without limitation, statements regarding our future results of operations and financial position, business strategy, transformation, strategic priorities and future progress, including expectations regarding deferred revenue, lease commencement dates, impact of infrastructure investments on our operating model and selling, general and administrative expenses, sales of gasoline and gross profit margin rates, and new club and gas station openings, as well as statements that include terms such as "may", "will", "should", "expect", "plan", "anticipate", "could", "intend", "project", "believe", "estimate", "predict", "continue", "forecast", "would", or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

• uncertainties in the financial markets including, without limitation, as a result of disruptions and instability in the banking and financial services industries or as a result of wars and global political conflicts, and the effect of certain economic conditions or events on consumer and small business spending patterns and debt levels;

• risks related to our dependence on having a large and loyal membership;

• domestic and international economic conditions, including volatility in inflation or interest rates, supply chain disruptions, construction delays and exchange rates;

• our ability to procure the merchandise we sell at the best possible prices;

• the effects of competition in, and regulation of, the retail industry;

• our dependence on vendors to supply us with quality merchandise at the right time and at the right price;

• risks related to our indebtedness;

• changes in laws related to, or the governments administration of, the Supplemental Nutrition Assistance Program or its electronic benefit transfer systems;

• the risks and uncertainties related to the impact of any future pandemic, epidemic or outbreak of any other highly infectious disease;

• risks related to climate change and natural disasters;

• our ability to identify and respond effectively to consumer trends, including our ability to successfully maintain a relevant omnichannel experience for our members;

• risks related to cybersecurity, which may be heightened due to our e-commerce business, including our ability to protect the privacy of member or business information and the security of payment card information;

• risks relating to our ability to attract and retain a qualified management team and other team members;

• risks relating to our ability to implement our growth strategy by opening new clubs, and gasoline stations; and

• the other risk factors identified in our filings with the Securities and Exchange Commission, including in particular those set forth under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the "Annual Report on Form 10-K for the fiscal year 2022") and our other filings with the Securities and Exchange Commission.

Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by applicable law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, and you should not rely upon these forward-looking statements after the date of this Quarterly Report on Form 10-Q.

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

The following discussion and analysis is intended to promote an understanding of the results of operations and financial condition of the Company and is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the fiscal year 2022. The following discussion may contain forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled "Forward-Looking Statements" and in Part I. "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year 2022.

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to the last day of January. Accordingly, references herein to "fiscal year 2023" relate to the 53 weeks ending February 03, 2024, and references herein to "fiscal year 2022" relate to the 52 weeks ended January 28, 2023. The third quarter of fiscal year 2023 ended on October 28, 2023, and the third quarter of fiscal year 2022 ended on October 29, 2022, and both include thirteen weeks.

Overview

BJ’s Wholesale Club is a leading operator of membership warehouse clubs concentrated primarily on the eastern half of the United States. We deliver significant value to our members, consistently offering 25% or more savings on a representative basket of manufacturer-branded groceries compared to traditional supermarket competitors. We provide a curated assortment focused on groceries, continuously refreshed general merchandise, gasoline and other ancillary services, coupon books, and promotions to deliver a differentiated shopping experience that is further enhanced by our omnichannel capabilities.

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 239 large-format, high volume warehouse clubs and 169 gas stations spanning 20 states as of the date of this filing. In our core New England markets, which have high population density and generate a disproportionate part of U.S. gross domestic product, we operate almost three times the number of clubs compared to the next largest warehouse club competitor. In addition to shopping in our clubs, members are able to shop when and how they want through our website, bjs.com, and our highly rated mobile app, which allows them to use our buy-online-pickup-in-club ("BOPIC") service, curbside delivery, same-day home delivery or traditional ship-to-home service, as well as through the DoorDash and Instacart marketplaces where members receive the same preferential pricing as in-club shoppers by linking their membership. We also offer Same-Day Select, which offers BJ’s members the ability to pay a one-time fee for either unlimited or twelve same-day grocery deliveries over a one-year period.

Our leadership team continues to focus on utilizing data to improve member experience, instilling a culture of cost discipline, adopting a more proactive approach to growing our membership base and building an omnichannel offering oriented towards making shopping at BJ’s more convenient.

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have approximately 7.1 million members paying annual fees to gain access to savings on groceries and general merchandise and services. The annual membership fee for our Club Card membership is generally $55, and the annual membership fee for our Club+ membership, which offers additional value-enhancing features, is generally $110. We believe that members can save over ten times their $55 Club Card membership fee versus what they would otherwise pay at traditional supermarket competitors when they spend $2,500 or more per year at BJ’s on manufacturer-branded groceries. In addition to providing significant savings on a representative basket of manufacturer-branded groceries, we accept all manufacturer coupons and also carry our own exclusive brands that enable members to save on price without compromising on quality. Our two private label brands, Wellsley Farms® and Berkley Jensen®, represented approximately $3.7 billion in annual sales for fiscal year 2022 and represented the largest brands we sell in terms of volume. Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 25 consecutive years of membership fee income growth. Our membership fee income was $414.1 million for the trailing twelve-months ended October 28, 2023.

Our business is moderately seasonal in nature. Historically, our business has realized a slightly higher portion of net sales, operating income, and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. Our quarterly results have been, and will continue to be, affected by the timing of new club openings and their associated pre-opening expenses. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

Factors Affecting Our Business

Overall economic trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive conditions in the broader economy promote customer spending in our clubs, while economic weakness, which generally results in a reduction of customer spending, may have a different or more extreme effect on spending at our clubs. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include employment rates, changes to the Supplemental Nutrition Assistance Program (SNAP), government stimulus programs, tax legislation, business conditions, changes in the housing market, the availability of credit, interest rates, tax rates and fuel and energy costs. In addition, unemployment rates and benefits may cause us to experience higher labor costs.

Size and loyalty of membership base

The membership model is a critical element of our business. Members drive our results of operations through their membership fee income and their purchases. The majority of members renew within six months following their renewal date. Therefore, our renewal rate is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date. We have grown our membership fee income each year for the past 25 years and the quality of our membership mix is strong as evidenced by our higher tier penetration growth in the first thirty-nine weeks of fiscal year 2023. Our membership renewal rate, a key indicator of membership engagement, satisfaction and loyalty, was 90% at the end of fiscal year 2022.

Effective sourcing and distribution of products and consumer demands

Our net sales and gross profit are affected by our ability to purchase our products in sufficient quantities at competitive prices. Further, our ability to maintain our appeal to existing customers and attract new customers primarily depends on our ability to originate, develop and offer a compelling product assortment responsive to customer preferences. As a result, our level of net sales could be adversely affected due to constraints in our supply chain, including our inability to procure and stock sufficient quantities of some merchandise in a manner that is able to match market demand from our customers.

Infrastructure investment

Our historical operating results reflect the impact of our ongoing investments to support our growth. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that expanding our club footprint, bringing substantially all of our end-to-end perishable supply chain in-house, enhancing our information systems, including our distribution center and transportation management systems, and investing in hardware and digitally enabled shopping capabilities for convenience, such as BOPIC, curbside pickup, and same day home delivery will enable us to replicate our profitable club format and provide a differentiated shopping experience. We expect these infrastructure investments to support our successful operating model across our club operations.

Gasoline prices

The market price of gasoline impacts our net sales and comparable club sales, and large fluctuations in the price of gasoline may produce a short-term impact on our margins. Retail gasoline prices are driven by daily crude oil and wholesale commodity market changes and are volatile, as they are influenced by factors that include changes in demand and supply of oil and refined products, global geopolitical events, regional market conditions, and supply interruptions caused by severe weather conditions. Typically, the change in crude oil prices impacts the purchase price of wholesale petroleum fuel products, which in turn impacts retail gasoline prices at the pump. During times when prices are particularly volatile, differences in pricing and procurement strategies between the Company and its competitors may lead to temporary margin contraction or expansion, depending on whether prices are rising or falling, and this impact could affect our overall results for a fiscal quarter.

In addition, the relative level of gasoline prices from period to period may lead to differences in our net sales between those periods. Further, because we generally attempt to maintain a fairly stable gross profit per gallon, this variance in net sales, which may be substantial, may or may not have a significant impact on our operating income.

Inflation and deflation trends

Our financial results can be directly impacted by substantial changes in product costs due to commodity cost fluctuations or general inflation, disinflation or deflation, which could lead to a reduction in our sales, as well as greater margin pressure, as costs may not be able to be passed on to consumers. Changes in commodity prices and changes in inflation rates have impacted several categories of our business. Inflationary volatility can be attributed to macro economic factors including supply chain disruptions, government stimulus, interest rates, and other factors. In response to general inflationary volatility, we seek to minimize the impact of such events by sourcing our merchandise from different vendors, changing our product mix or increasing our pricing when necessary.

Results of Operations

The following table summarizes key components of our results of operations for the periods indicated:


Statement of Operations Data	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(dollars in thousands, except per share amounts)	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net sales	$	4,818,670	$	4,685,834	$	14,299,132	$	14,090,673
Membership fee income	106,053		99,485		312,273		294,897
Total revenues	4,924,723		4,785,319		14,611,405		14,385,570
Cost of sales	4,022,243		3,908,219		11,932,120		11,857,263
Selling, general and administrative expenses	697,104		674,426		2,081,392		1,961,606
Pre-opening expenses	6,001		10,706		11,479		21,508
Operating income	199,375		191,968		586,414		545,193
Interest expense, net	18,004		12,450		48,968		31,166
Income from continuing operations before income taxes	181,371		179,518		537,446		514,027
Provision for income taxes	50,904		48,124		159,666		129,165
Income from continuing operations	130,467		131,394		377,780		384,862
Income (loss) from discontinued operations, net of income taxes	—		(1,452)		89		(1,466)
Net income	$	130,467	$	129,942	$	377,869	$	383,396

Weighted-average shares outstanding—basic	133,069		134,091		133,232		134,225
Basic EPS(a)	$	0.98	$	0.97	$	2.84	$	2.86

Weighted-average shares outstanding—diluted	134,984		136,621		135,338		136,630
Diluted EPS(a)	$	0.97	$	0.95	$	2.79	$	2.81

Operational Data:
Total clubs at end of period	238		232		238		232
Comparable club sales (b)	0.3%		9.7%		(1.2)%		14.6%
Merchandise comparable club sales (b)	(0.1)%		5.3%		2.1%		5.7%
Adjusted EBITDA (b)	$	274,920	$	272,305	$	800,663	$	766,804
Free cash flow (b)	47,642		75,449		108,890		329,641

(a) Basic and diluted EPS are calculated using net income.

(b) See "Non-GAAP Financial Measures" and "Liquidity and Capital Resources" within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for definitions.

Net Sales

Net sales are derived from direct retail sales to customers, net of merchandise returns and discounts. Fluctuations in net sales are impacted by opening new clubs and comparable club sales.

Net sales for the third quarter of fiscal year 2023 were $4.8 billion, a 2.8% increase from net sales reported for the third quarter of fiscal year 2022 of $4.7 billion. The increase was due primarily to growth in traffic and market share, particularly in the grocery division as well as comparable gallons at our gas stations.

Net sales for the first nine months of fiscal year 2023 were $14.3 billion, a 1.5% increase from net sales reported for the first nine months of fiscal year 2022 of $14.1 billion. The increase was due primarily to strength in the grocery division and an increase of six clubs, partially offset by lower gasoline sales.

Comparable Club Sales and Merchandise Comparable Club Sales

We believe net sales is an important driver of our profitability, particularly comparable club sales. Comparable club sales, which is a non-GAAP metric, also known as same-store sales in the retail industry, includes all clubs that were open for at least 13 months at the beginning of the period and were in operation during the entirety of both periods being compared, including relocated clubs and expansions. Comparable club sales allow us to evaluate how our club base is performing by measuring the change in period-over-period net sales in clubs that have been open for the applicable period.

Various factors affect comparable club sales, including customer preferences and trends, product sourcing, promotional offerings and pricing, shopping frequency from new and existing members and the amount they spend on each visit, weather and holiday shopping period timing and length. Sales comparisons can be influenced by certain factors that are beyond our control such as changes in the cost of gasoline and macro-economic factors such as inflation. The higher comparable club sales, the more we can leverage certain of our selling, general and administrative (SG&A) expenses, reducing them as a percentage of sales and enhancing profitability.


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023		October 28, 2023
Comparable club sales	0.3	%	(1.2)	%
Less: impact from gasoline sales	0.4	%	(3.3)	%
Merchandise comparable club sales	(0.1)	%	2.1	%

Merchandise comparable club sales represents comparable club sales from all merchandise other than our gasoline operations for the applicable period. Merchandise comparable club sales remained approximately flat, with a decrease of 0.1% in the third quarter of fiscal year 2023 compared to the third quarter of fiscal year 2022, primarily driven by a decrease in sales of general merchandise and services of approximately 10.9%, partially offset by an increase in sales of groceries of 1.6%.

In the grocery division, growth was led by the breakfast, nutrition, candy, snack, fresh produce and bakery categories when compared to the third quarter of fiscal year 2022, partially offset by a decrease in sales of fresh meat and seafood categories.

Sales of general merchandise decreased in the third quarter of fiscal year 2023 due to decreased demand for electronics, home, and seasonal merchandise compared to the third quarter of fiscal year 2022, driven by the unfavorable impact of weather and macroeconomic conditions with consumers generally spending less on larger ticket items.

The impact of gasoline sales is a result of an increase in comparable gallons in the third quarter of fiscal 2023 as compared to the third quarter of fiscal year 2022, as retail prices remained approximately flat.

Merchandise comparable club sales increased by 2.1% in the first nine months of fiscal year 2023 compared to the first nine months of fiscal year 2022 driven by an increase in sales of groceries of approximately 4.5%, partially offset by a decrease in sales of general merchandise and services of approximately 11.0%.

Sales increased during the first nine months as demand for beverages, candy, snacks, packaged goods, dairy, and bakery categories increased compared to the first nine months of fiscal year 2022, partially offset by a decrease in demand for fresh meat and seafood categories.

General merchandise decreased during the first nine months due to decreased demand for electronics and seasonal merchandise compared to the first nine months of fiscal year 2022.

The impact of gasoline sales is primarily a result of lower retail prices through the first nine months of fiscal 2023 as compared to the first nine months of fiscal year 2022.

Membership fee income

We continue to see growth in the size of our membership base and continued quality. Membership fee income was $106.1 million in the third quarter of fiscal year 2023 compared to $99.5 million in the third quarter of fiscal year 2022, a 6.6% increase.

Membership fee income was $312.3 million in the first nine months of fiscal year 2023 compared to $294.9 million in the first nine months of fiscal year 2022, a 5.9% increase. The increase for both comparative periods was primarily driven by membership renewals, new members, and increased penetration of higher-tier membership levels, evidencing the strength of our membership quality.

Cost of sales

Cost of sales consists primarily of the direct cost of merchandise and gasoline sold at our clubs, including costs associated with operating our distribution centers, including payroll, payroll benefits, occupancy costs, and depreciation; freight expenses associated with moving merchandise from vendors to our distribution centers and from distribution centers to our clubs; and vendor allowances, rebates, and cash discounts.

Cost of sales was $4.0 billion, or 83.5% of net sales, in the third quarter of fiscal year 2023 compared to $3.9 billion, or 83.4% of net sales, in the third quarter of fiscal year 2022. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 30 basis points over the prior year period.

Cost of sales was $11.9 billion, or 83.4% of net sales, in the first nine months of fiscal year 2023, remaining flat compared to $11.9 billion, or 84.1% of net sales, in the first nine months of fiscal year 2022. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 70 basis points compared to the first nine months of fiscal year 2022. Merchandise margins were positively impacted by moderated supply chain costs and improved inventory cost management for both comparative periods.

Selling, general and administrative expenses

SG&A consists of various expenses related to supporting and facilitating the sale of merchandise in our clubs, including the following: payroll and payroll benefits for team members; rent, depreciation, and other occupancy costs for retail and corporate locations; share-based compensation, advertising expenses; tender costs, including credit and debit card fees; amortization of intangible assets; and consulting, legal, insurance, acquisition and integration costs, and other professional services expenses.

SG&A includes both fixed and variable components and, therefore, is not directly correlated with net sales. We expect that our SG&A will increase in future periods due to investments to spur comparable club sales growth and our expanding footprint as we open new clubs. In addition, any future increases in wages, stock-based grants or modifications will increase our SG&A.

SG&A increased by 3.4% to $697.1 million in the third quarter of fiscal year 2023 from $674.4 million in the third quarter of fiscal year 2022.

SG&A increased by 6.1% to $2.1 billion in the first nine months of fiscal year 2023 from $2.0 billion in the first nine months of fiscal year 2022. The increase in SG&A for both comparative periods was primarily driven by increased labor and occupancy costs as a result of new club and gas station openings, as well as other continued investments to drive strategic priorities. Our growth profile this year is weighted toward owned clubs, elevating our depreciation expense. We remain focused on investing in member engagement, marketing and digital strategies.

Pre-opening expenses

Pre-opening expenses include startup costs for new clubs and costs for relocated clubs. Expenses will vary based on the number of club openings, geography of the club, whether the club is owned or leased, and timing of the opening relative to our period end.

Pre-opening expenses were $6.0 million in the third quarter of fiscal year 2023 compared to $10.7 million in the third quarter of fiscal year 2022.

Pre-opening expenses were $11.5 million in the first nine months of fiscal year 2023 compared to $21.5 million in the first nine months of fiscal year 2022. Pre-opening expenses decreased due to timing of spend for club openings year-over-year for both comparative periods.

Interest expense, net

Interest expense, net was $18.0 million in the third quarter of fiscal year 2023 compared to $12.5 million in the third quarter of fiscal year 2022.

Interest expense, net was $49.0 million in the first nine months of fiscal year 2023 compared to $31.2 million in the first nine months of fiscal year 2022. The increase for both comparative periods was primarily due to rising interest rates year-over-year as well as an increase in debt extinguishment charges due to entering into the Fourth Amendment of the First Lien Term Loan.

Provision for income taxes

The Company’s effective income tax rate from continuing operations was 28.1% and 26.8% for the third quarters of fiscal years 2023 and 2022, respectively.

The Company’s effective income tax rate from continuing operations was 29.7% and 25.1% for the first nine months of fiscal years 2023 and 2022, respectively. The increases in the effective tax rate and income tax expense for both comparative periods are driven by lower tax benefits from stock-based compensation. The effective tax rate for the first nine months of fiscal 2023 was also increased due to an immaterial adjustment to certain deferred tax assets related to prior periods.

Non-GAAP Financial Measures

The accompanying Condensed Consolidated Financial Statements, including the related notes, are presented in accordance with GAAP. In addition to relevant GAAP measures we also provide non-GAAP measures, including adjusted EBITDA, comparable club sales, free cash flow, adjusted net income and adjusted net income per diluted share because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. These non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, adjusted EBITDA, comparable club sales, free cash flow, adjusted net income and adjusted net income per diluted share may not be comparable to similarly titled measures used by other companies in our industry or across different industries. See Results of Operations above for our comparable club sales and merchandise comparable club sales results. Free cash flow is discussed within the Liquidity and Capital Resources section below.

Adjusted EBITDA

Adjusted EBITDA is defined as income from continuing operations before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense; pre-opening expenses; non-cash rent; acquisition and integration costs; and other adjustments.

The following is a reconciliation of our income from continuing operations to Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales for the periods presented:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(in thousands)	October 28, 2023			October 29, 2022			October 28, 2023			October 29, 2022
Income from continuing operations	$	130,467		$	131,394		$	377,780		$	384,862
Interest expense, net	18,004			12,450			48,968			31,166
Provision for income taxes	50,904			48,124			159,666			129,165
Depreciation and amortization	57,406			52,166			166,421			149,259
Stock-based compensation expense	9,380			9,463			29,011			27,965
Pre-opening expenses (a)	6,001			10,707			11,479			21,508
Non-cash rent (b)	2,394			1,025			6,226			3,127
Acquisition and integration costs (c)	—			857			—			12,324
Home office transition costs (d)	—			5,897			—			7,096

Other adjustments (e)	364			222			1,112			332
Adjusted EBITDA	$	274,920		$	272,305		$	800,663		$	766,804
Adjusted EBITDA as a percentage of net sales	5.7		%	5.8		%	5.6		%	5.4		%

(a) Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.

(b) Consists of an adjustment to remove the non-cash portion of rent expense.

(c) Represents costs related to the acquisition of four distribution centers and the related private transportation fleet from Burris Logistics on May 2, 2022 ("the Acquisition"), including due diligence, legal, and other consulting expenses.

(d) Represents incremental rent expense, other non-recurring lease costs, and write-off of impaired assets as the Company transitioned home office locations in fiscal 2022.

(e) Other non-cash items, including non-cash accretion on asset retirement obligations and obligations associated with our post-retirement medical plan.

Adjusted Net Income

The adjusted net income and adjusted net income per diluted share metrics are important measures used by management to compare the performance of core operating results between periods. We define adjusted net income as net income as reported, adjusted for non-recurring, infrequent, or unusual charges, net of the tax impact of such adjustments. We define adjusted net income per diluted share as adjusted net income divided by the weighted-average diluted shares outstanding.

We believe adjusted net income and adjusted net income per diluted share are useful metrics to investors and analysts because they present more accurate year-over-year comparisons for our net income and net income per diluted share because adjusted items are not the result of our normal operations.


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(in thousands, except per share amounts)	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net income as reported	$	130,467	$	129,942	$	377,869	$	383,396
Adjustments:
Acquisition and integration costs (a)	—		857		—		12,324
Home office transition costs (b)	—		5,897		—		7,096
Impairment expense on discontinued operations	—		1,199		—		1,199

Charges related to debt (c)	1,830		298		1,830		687
Other adjustments (d)	—		—		(786)		(165)
Tax impact of adjustments to net income (e)	(518)		(2,363)		(296)		(5,987)
Adjusted net income	$	131,779	$	135,830	$	378,617	$	398,550

Weighted-average shares outstanding—diluted	134,984		136,621		135,338		136,630
Adjusted EPS(f)	$	0.98	$	0.99	$	2.80	$	2.92

(a)Represents costs related to the Acquisition, including due diligence, legal, and other consulting expenses.

(b)Represents incremental rent expense, other non-recurring lease costs and write-off of impaired assets as the Company transitioned home office locations in fiscal 2022.

(c)Represents the expensing of fees and deferred fees and original issue discount associated with the extinguishment of the Company's senior secured asset based revolving credit and term facility ("ABL Facility") in fiscal 2022 and the Fourth Amendment in fiscal 2023.

(d)Other non-cash items related to the reclassification into earnings of accumulated other comprehensive income / loss associated with the de-designation of hedge accounting and other adjustments.

(e)Represents the tax effect of the above adjustments at a statutory tax rate of approximately 28%.

(f)Adjusted EPS is measured using weighted-average diluted shares outstanding.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of October 28, 2023, cash and cash equivalents totaled $33.6 million and we had $753.7 million of unused capacity under our ABL Revolving Facility. Our principal liquidity needs for the next twelve months and beyond are to fund normal recurring operational expenses and anticipated capital expenditures; fund possible acquisitions; fund share repurchases; and meet debt service and principal repayment obligations. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under our ABL Revolving Facility, will be sufficient to finance our operations for at least the next twelve months.

In the first nine months of fiscal year 2023, we repurchased 1,161,162 shares under the 2021 Repurchase Program totaling $77.0 million.

We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our results of operations or financial position. We do, however, enter into letters of credit and purchase obligations in the normal course of our operations.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:


	Thirty-Nine Weeks Ended
(in thousands)	October 28, 2023		October 29, 2022
Net cash provided by operating activities	$	444,531	$	612,857
Net cash used in investing activities	(335,641)		(659,737)
Net cash (used in) provided by financing activities	(109,254)		36,088
Net decrease in cash and cash equivalents	$	(364)	$	(10,792)

Net Operating Cash Flows

Net cash provided by operating activities was $444.5 million for the first nine months of fiscal year 2023 compared to $612.9 million for the first nine months of fiscal year 2022. The decrease in operating cash flow was primarily due to unfavorable fluctuations in working capital and a decrease in pre-tax net income. The unfavorable fluctuations in working capital were primarily due to merchandise inventories and accounts payable, partially offset by favorable fluctuations due to accounts receivable and accrued expenses and other current liabilities.

Net Investing Cash Flows

Cash used in investing activities was $335.6 million for the first nine months of fiscal year 2023, compared to $659.7 million for the first nine months of fiscal year 2022. The decrease is primarily due to $376.5 million of cash outflows in the prior year related to the Acquisition, partially offset by an increase in capital spending of $53.6 million as our growth profile this year is weighted toward owned clubs.

Net Financing Cash Flows

Net cash used in financing activities for the first nine months of fiscal year 2023 was $109.3 million compared to net cash provided by financing activities of $36.1 million for the first nine months of fiscal year 2022. The $145.3 million net increase in financing cash outflows was primarily due to a $266.0 million reduction in net proceeds from our ABL Revolving

Facility, partially offset by a net decrease of $100.0 million of principal payments on long-term debt and a decrease of $25.6 million for the acquisition of treasury stock compared to the prior year.

Free Cash Flow

We present free cash flow because we use it to report to our board of directors and we believe it assists investors and analysts in evaluating our liquidity. Free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. We define free cash flow as net cash provided by operating activities less additions to property and equipment, net of disposals, plus proceeds from sale-leaseback transactions.

The following is a reconciliation of our net cash provided by operating activities to free cash flow for the periods presented:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(in thousands)	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net cash provided by operating activities	$	175,031	$	169,805	$	444,531	$	612,857
Less: Additions to property and equipment, net of disposals	(133,711)		(102,774)		(347,951)		(294,308)
Plus: Proceeds from sale leaseback transactions	6,322		8,418		12,310		11,092
Free cash flow	$	47,642	$	75,449	$	108,890	$	329,641

Free cash flow decreased to $47.6 million for the third quarter of fiscal year 2023 compared to $75.4 million for the third quarter of fiscal year 2022 primarily due to an increase in capital spending. Free cash flow decreased to $108.9 million for the first nine months of fiscal year 2023 compared to $329.6 million for the first nine months of fiscal year 2022. The decrease is primarily the result of lower cash flows from operating activities due to unfavorable fluctuations in working capital and an increase capital spending.

Debt and Borrowing Capacity

Our primary sources of borrowing capacity are the ABL Revolving Facility and the First Lien Term Loan, which are further discussed in Note 4, "Debt and Credit Arrangements," included in this Quarterly Report on Form 10-Q.

On July 28, 2022, the Company entered into the ABL Revolving Facility with an aggregate ABL Revolving Commitment of $1.2 billion pursuant to that certain credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

On December 20, 2022, the Company repaid $151.9 million of the principal amount outstanding under the First Lien Term Loan.

On October 12, 2023, the Company amended the First Lien Term Loan to extend the maturity date from February 3, 2027 to February 3, 2029 and reduce applicable margin in respect of the interest rate, effective immediately, from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum. Prior to the amendment, the Company repaid $50.0 million of the principal amount outstanding under the First Lien Term Loan.

At October 28, 2023, there was $434.0 million outstanding in loans under the ABL Revolving Facility and $12.3 million in outstanding letters of credit. The interest rate on the revolving credit facility was 6.43% and unused capacity was $753.7 million.

At October 28, 2023, the interest rate for the First Lien Term Loan was 7.35% and there was $400.0 million outstanding.

Material Cash Commitments

Our material cash commitments consist primarily of debt obligations, interest payments, leases, and purchase orders for merchandise inventory. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of October 28, 2023, other than those items related to the ordinary course of operations of our business such as inventory purchases, new leases and lease amendments, there were no material changes to our material cash commitments from those described in our Annual Report on Form 10-K for the fiscal year 2022.

Critical Accounting Policies and Use of Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. There were no material changes in critical accounting policies and estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7., "Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates," in our Annual Report on Form 10-K for the fiscal year 2022 for a complete list of our Critical Accounting Policies and Estimates.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements since those disclosed in our Annual Report on Form 10-K for the fiscal year 2022 that have had a material impact on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to changes in market interest rates and these changes in rates will impact our net interest expense and our cash flow from operations. Substantially all of our borrowings carry variable interest rates. There have been no material changes in our market risk from the disclosure included in Part II. "Item 7A. Quantitative and Qualitative Disclosures of Market Risk" in the Annual Report on Form 10-K for the fiscal year 2022.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of October 28, 2023.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15 or 15d-15 of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various litigation, claims and other proceedings that arise from time to time in the ordinary course of business. We believe these actions are routine and incidental to the business. While the outcome of these actions cannot be predicted with certainty, we do not believe that any will have a material adverse impact on our business, financial condition or results of operations.

Item 1A. Risk Factors.

There have been no material changes to the risk factors relating to the Company set forth under the caption "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year 2022.

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

The following table sets forth information regarding our purchases of shares of our common stock during the third quarter of fiscal year 2023.


Period	Total Number of Shares Purchased (a)	Average Price Paid per Share(b)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (c) (in thousands)
July 30, 2023 to August 26, 2023	4,438	$67.45	—	$	258,819
August 27, 2023 to September 30, 2023	834	72.96	—	258,819
October 1, 2023 to October 28, 2023	247,780	69.69	242,000	241,947
Total	253,052		242,000

(a)Includes 4,438 shares of common stock for the period July 30, 2023 to August 26, 2023, 834 shares of common stock for the period August 27, 2023 to September 30, 2023, and 5,780 shares of common stock for the period October 1, 2023 to October 28, 2023 surrendered to the Company by employees to satisfy their tax withholding obligations in connection with the vesting of restricted stock awards. See Note 7 "Treasury Shares and Share Repurchase Programs" of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

(b)Excludes the impact of excise tax imposed on share repurchases pursuant to the Inflation Reduction Act.

(c)On November 16, 2021, the Company's board of directors approved the 2021 Repurchase Program that allows the Company to repurchase up to $500.0 million of its outstanding common stock. The 2021 Repurchase Program expires in January 2025.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

10b5-1 Trading Plans

On August 31, 2023, Mr. Paul Cichocki, executive vice president, chief commercial officer of the company, adopted a trading arrangement with respect to the sale of securities of the company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”). Mr. Cichocki’s Rule 10b5-1 Trading Plan, which has a term of six months, provides for the sale of up to 179,497 shares of common stock pursuant to the terms of the plan.

On September 11, 2023, Mr. Joseph McGrail, senior vice president, controller of the company, adopted a Rule 10b5-1 Trading Plan. Mr. McGrail’s Rule 10b5-1 Trading Plan, which has a term of six months, provides for the sale of up to 1,000 shares of common stock pursuant to the terms of the plan.

On September 21, 2023, Mr. Graham Luce, executive vice president, secretary of the company, adopted a Rule 10b5-1 Trading Plan. Mr. Luce’s Rule 10b5-1 Trading Plan, which has a term of three months, provides for the sale of up to 7,479 shares of common stock pursuant to the terms of the plan.

Our Quarterly Report on Form 10-Q for the quarter ended July 29, 2023 contained an immaterial clerical error with regard to the number of shares covered by Laura Felice’s Rule 10b5-1 Trading Plan which was adopted on July 12, 2023 and has a term of 11 months. The Rule 10b5-1 Trading Plan provides for the sale of up to 65,727 shares of common stock pursuant to the terms of the plan.

Non-Qualified Deferred Compensation Plan

On November 20, 2023, the compensation committee of the board of directors of the Company adopted the BJ's Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) to be effective on January 1, 2024.

The Plan is an unfunded arrangement intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants (as defined below) in accordance with the terms of the Plan. Any assets held in the Plan remain subject to claims of the Company’s general creditors and no participant’s or beneficiary’s claim to Plan assets has any priority over any general unsecured creditor of the Company. The Company may establish a trust in respect of its obligations under the Plan. The establishment of such a trust shall in no way deem the Plan to be “funded” for purposes of ERISA or the Code.

Pursuant to the Plan, a select group of management or highly compensated employees of the Company ("participants"), including the Company's named executive officers, will be eligible to participate by making an irrevocable election to defer up to fifty percent (50%) of the participant's annual base salary, as well as up to one hundred percent (100%) of any annual bonus award. A participant will be 100% vested at all times in their elective deferral account within the Plan.

In addition, the Company may elect, during any single plan year, to provide a discretionary contribution to the Plan to a select management participant (defined in the Plan as a participant who is senior vice president level or higher) on such participant's behalf equal to a percentage of such participant’s base salary grossed up for taxes as determined by the Company in its sole discretion. Select management participants include the Company’s named executive officers. A select management participant shall become 100% vested in their select management employer contribution account upon the earlier of such participant’s death, disability, attainment of the age of sixty-five, a change in control of the Company, or third anniversary of such participant’s date of hire with the Company. The Company may, in its sole discretion, choose to accelerate such vesting based on criteria satisfactory to the Company.

Further, the Company may credit a participant with additional discretionary deferred compensation. The amount and frequency of such deferred compensation shall be determined by the Company in its sole discretion and will become vested upon successful completion of the conditions, if any, established by the Company.

The benefits under the Plan will be paid to the participant, or in the event of death, to the participant’s beneficiary, following the earliest of the participant’s separation from service, death, disability, or the specified time elected by the participant, either in installments or in a lump sum payment in accordance with the terms of the Plan and provisions established by the Company.

The Company may, at any time, amend the Plan to comply with the Code or other applicable laws, regulation, or guidance, provided that such amendment will not result in taxation to any participant under the Code and will not, without the consent of the participant, affect such participant’s rights with respect to deferred compensation previously vested. The Company may terminate the Plan under circumstances set forth in Section 7.02 of the Plan.

The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

Item 6. Exhibits.


Exhibit Number			Exhibit Description
10.1			Fourth Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of October 12, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on October 12, 2023 and incorporated herein by reference).
10.2			BJ's Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (filed herewith).
31.1			Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2			Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS			Inline XBRL Instance Document (filed herewith)
101.SCH			Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE			Inline XBRL Taxonomy Extension Linkbase Document (filed herewith)
104			Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith)

SIGNATURE

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


	BJ’S WHOLESALE CLUB HOLDINGS, INC.

Date: November 22, 2023	By:	/s/ Laura L. Felice
		Laura L. Felice
		Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

BJ’S WHOLESALE CLUB , INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

(“DCP”)

EFFECTIVE JANUARY 1, 2024

CONTENTS


			TOC \o "1-3" \h \z \u
PREAMBLE			2
ARTICLE I. - DEFINITIONS			3
ARTICLE II. - ELIGIBILITY			9
ARTICLE III. - CONTRIBUTIONS AND BENEFITS			9
ARTICLE IV. - VESTING			11
ARTICLE V. - BENEFIT PAYMENTS			11
ARTICLE VI. - TRUST AND PLAN EARNINGS			16
ARTICLE VII. - AMENDMENT AND TERMINATION			17
ARTICLE VIII. - GENERAL PROVISIONS			18

PREAMBLE

WHEREAS, BJ’s Wholesale Club , Inc. (“Employer”) desires to provide competitive total compensation to its key employees so the Employer can attract and retain the executive talent necessary to drive the success of the business; and

WHEREAS, the Employee Retirement Income Security Act of 1974 (“ERISA”) requires limits be set on the maximum contributions and benefits, which may be made to or paid from a tax-qualified retirement plan on behalf of or to a participant in such a plan; and

WHEREAS, the Employer has established a qualified retirement plan which includes nondiscrimination and coverage limitations as imposed under §401(k), §401(m) and §410(b) of the Internal Revenue Code as well as maximum benefit limitations imposed by §402(g), §415 and §401(a)(17) of the Internal Revenue Code which may limit the maximum contributions and benefits which may be made to the tax qualified plans on behalf of the key employees of the Employer; and

WHEREAS, the Employer now desires to provide a tax deferred capital accumulation opportunity to a select group of management or highly compensated employees through the deferral of compensation to encourage the employees to maintain a long-term relationship with the Employer and provide flexibility to the employee in his or her financial planning; and

WHEREAS, the Plan is intended to comply with all applicable law, including §409A of the Code and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention.

NOW, THEREFORE, the Employer adopts the BJ’s Wholesale Club , Inc. Non-Qualified Deferred Compensation Plan (“Plan”) effective January 1, 2024 for the purpose of providing deferred compensation to selected key employees.

ARTICLE I. - DEFINITIONS

1.01“Account” means the unfunded liability of the Employer established under the Plan in the name of each Participant which reflects the value of the Participant’s Contribution Sub Accounts.

1.02“Administrator” means the Employer unless another person or entity has been designated pursuant to Section 8.05 to administer the Plan on behalf of the Employer.

1.03“Aggregated Plans” means this Plan and any other like-type plan or arrangement of the Employer in which a Participant participates and as to which the Plan or Applicable Guidance requires the aggregation of all such nonqualified deferred compensation in applying Code §409A.

1.04“Applicable Guidance” means as the context requires Code §§83, 409A, Treas. Reg. §1.83, Treas. Reg. §1.409A-1 through -6, or other written Treasury or IRS guidance regarding or affecting Code §§83 or 409A, including, as applicable, any Code§409A guidance in effect prior to January 1, 2024.

1.05 “Base Salary” means a Participant’s Compensation consisting only of regular cash salary and excluding any other Compensation.

1.06 “Beneficiary” means the person or persons entitled to receive Plan benefits in the event of a Participant’s death.

1.07“Board” means the Board of Directors of BJ’s Wholesale Club , Inc.

1.08“Bonus” means a Participant’s Performance-Based Compensation consisting only of bonus as provided for under the BJ’s Wholesale Club, Inc. Annual Incentive Plan (AIP) and excluding any other Compensation.

1.09“Change in Control” means, a change: (i) in the ownership of the Employer or a Participating Employer; (ii) in the effective control of the Employer or a Participating Employer or (iii) in the ownership of a substantial portion of the assets of the Employer or a Participating Employer, within the meaning of Treas. Reg. §1.409A-3(i)(5) or in Applicable Guidance. An event will constitute a Change in Control with respect to an Employer or Participating Employer only if it relates to the Employer that employs the Participant when the event occurs or an Employer that owns more than 50 percent of the total fair market value and total voting power of the Employer that employs the Participant or any other Employer in the chain of corporations, each of which owns more than 50 percent of the total fair market value and total voting power of the Employer that employs the Participant.

1.10“Change in Participating Employer’s Financial Health” means an adverse change in a Participating Employer’s financial condition as described in Applicable Guidance.

1.11“Code” means the Internal Revenue Code of 1986, as amended.

1.12“Compensation” shall mean Participant’s Compensation as defined under Section 1.05 of the BJ’s Wholesale Club, Inc. 401(k) Savings Plan Adoption Agreement No. 001 for use with the Fidelity Basic Plan Document No. 17.

1.13“Contributions” shall mean “Elective Deferrals, Select Management Employer Contributions, and Employer Discretionary Contributions described in Sections 3.01 through 3.03.

1.14“Contribution Sub Account” shall mean the portion of the Participant’s Account attributable to the Contributions and Earnings thereon described in Section 3.01 through 3.03.

(A)“Elective Deferral Sub Account” means the portion of a Participant’s Account attributable to Elective Deferrals as described in Section 3.01 and Earnings thereon.

(B)“Select Management Employer Contribution Sub Account” means the portion of a Participant’s Account attributable to the Select Management Employer Contributions as described in Section 3.02 and Earnings thereon.

(C)“Employer Discretionary Contribution Sub Account” means the portion of a Participant’s Account attributable to Employer Discretionary Contributions described in Section 3.03 and Earnings thereon.

1.15“Deferred Compensation” means the Participant’s Account attributable to Contributions and includes Earnings on such amounts. “Compensation Deferred” is Compensation that the Participant or the Employer has deferred under this Plan. Compensation is Deferred Compensation if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year that the Participant has not actually or constructively received and included in gross income; and (ii) pursuant to the Plan terms, the Compensation is payable to or on behalf of the Participant in a later Taxable Year. Deferred Compensation includes separation pay paid pursuant to a separation pay plan except as otherwise described in Treas. Reg. §1.409A-1(b)(9). Deferred Compensation excludes certain “short-term deferrals” and all other items described in Treas. Reg. §§1.409A-1(b)(3), (4), (5), (6), (8), (10), (11) and (12) or in other Applicable Guidance.

1.16“Disability” means a condition of a Participant who by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months is (i) unable to engage in any substantial gainful activity; or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees. The Employer will determine whether a Participant has incurred a Disability based on its own good faith determination and may require a Participant to submit to reasonable physical and mental examinations for this purpose. A Participant will be deemed to have incurred a Disability if: (i) the Social Security Administration determines that the Participant is totally disabled; or (ii) the applicable insurance company providing disability insurance to the Participant under an Employer sponsored disability program determines that a Participant is disabled under the insurance contract definition of disability, provided such definition complies with the definition in this Section 1.16.

1.17“Earnings” means Trust earnings, gain or loss applicable to a Participant’s Account.

1.18“Effective Date” of the Plan is January 1, 2024.

1.19“Eligible Employee” means an Employee who is among a select group of management or highly compensated employee of the Employer and who satisfies the eligibility requirements described in Section 2.01.

1.20“Employee” means a person providing services to the Employer as a common law employee as described in Treas. Reg. §1.409A-1(f)(1) and who, for any Taxable Year of the Employee, is on the cash receipts and disbursements method of accounting for Federal income tax purposes.

1.21“Employer” means BJ’s Wholesale Club , Inc., the sponsor of the Plan, and includes all persons with whom the Employer would be considered a single Employer under Code §§414(b) or (c).

1.22“Employer Discretionary Contribution” means a discretionary Employer contribution as defined in Section 3.03.

1.23“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.24“Fiscal Year” means the fifty-two (52) or fifty-three (53) week period ending on the Saturday closest to January 31 in each year.

1.25“Legally Binding Right” means, in reference to Compensation, the grant by the Employer to the Participant of a right to Compensation where, after the Participant has performed the services which created the Legally Binding Right, the Compensation is not subject to unilateral reduction or elimination by the Employer or any other person, The Employer, based on the facts and circumstances and in accordance with Treas. Reg. §1.409A-1(b)(1), will determine: (i) whether a Legally Binding Right exists; or (ii) whether a Legally Binding Right does not exist on account of the existence of negative discretion which has substantive significance to reduce or eliminate the Compensation.

1.26 “Participant” means an Employee of the Employer, who meets the eligibility requirements of Section 2.01 and accrues a benefit pursuant to Article III of the Plan.

1.27“Performance Based Compensation” shall mean Compensation (including a Bonus), where the amount of, or the entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months, as determined by the Employer in accordance with Treas. Reg. §1.409A-1(e).

1.28“Plan” means the BJ’s Wholesale Club , Inc. Non-Qualified Deferred Compensation Plan (the “DCP”) which includes this Plan document, the Trust, and all notices, forms, elections and other written documentation to which the Plan refers. For purposes of applying Code §409A requirements, this Plan (i) is both an Elective Deferral Account Balance Plan and an Employer Contribution Account Balance Plan, and (ii) this Plan constitutes a separate plan for each Participant. This Plan does not constitute: (i) a Code §401(a) plan with and exempt trust under Code §501(a); (ii) a Code §403(a) annuity plan; (iii) a Code §403(b) annuity; (iv) a Code §408(k) SEP; (v) a Code §408(p) Simple IRA; (vi) a Code §501(c)(18) trust to which an active participant makes deductible contributions; (vii) a Code §457(b) plan; or (viii) a Code §415(m) plan.

1.29“Plan Year” means the calendar year ending December 31.

1.30“Retirement Age” means the date the Participant attains age 65

1.31“Select Management Employer Contribution” means a discretionary Employer contribution as defined in Section 3.02.

1.32“Separation from Service” means the Employee’s termination of employment with the Employer whether on account of death, retirement, Disability, or otherwise.

(A)Insignificant or Significant Service/Presumptions. The Employer will determine whether an Employee has terminated employment (and incurred a Separation from Service) based on the facts and circumstances as described in Treas. Reg. §1.409A-1(h)(1)(ii). An Employee incurs a Separation from Service if the parties reasonably anticipate, based on the facts and circumstances, the Employee will not perform any additional services after a certain date or that the level of bona fide services (whether performed as an Employee or as a Contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether performed as an Employee or as a Contractor) over the immediately preceding 36-month period (or, if less, the period the employee has rendered service to the Employer) (“average prior service”). An Employee is presumed to have incurred a Separation from Service if the Employee’s service level decreases to 20% or less than the average prior service and an Employee is presumed to not have incurred a Separation from Service if the Employee’s service level continues at a rate which is 50% or more of the average prior service. No presumption applies where the Employee’s service level is more than 20% and less than 50% of the average prior service.

(B)Effect of Leave. An Employee does not incur a Separation from Service if the Employee is on military leave, sick leave, or other bona fide leave of absence if such leave does not exceed a period of 6 months, or if longer, the period for which a statute or contract provides the Employee with the right to reemployment with the Employer. If a Participant’s leave exceeds 6 months but the Participant is not entitled to reemployment under a statute or contract, the Participant incurs a Separation from Service on the next day following the expiration of 6 months. A leave of absence constitutes a bona fide leave of absence for this Section only if there is a reasonable expectation that the Employee will return to perform services for the Employer. For purposes of determining average prior service under Section 1.32 (A), during a paid leave of absence, which is not a Separation from Service, the Employee is treated as rendering bona fide services at a level that would have been required to earn the amount paid during the leave. If the leave of absence is unpaid, the leave period is disregarded in determining average prior service.

(C)“Employer” for Purposes of Separation Rules. The “Employer” for purposes of applying Section 1.32 (determining Separation from Service under the Plan) means Employer as defined under Section 1.21.

(D)Dual Capacity. If a Participant renders service to the Employer both in the capacity as an Employee and as a contractor (or changes status from Employee to contractor or vice versa), the Participant must incur a Separation from Service in both capacities to constitute a Separation from Service. For this purpose, if a Participant renders service both as an Employee and as a member of the Employer’s board of directors, the director services are disregarded in determining whether the Participant has incurred a Separation from Service as to this Plan provided that the plans are not Aggregated Plans.

(E)Certain Asset Sales. In accordance with and subject to Treas. Reg. §1.409A-1(h)(4), if the Employer sells its assets to an unrelated party purchaser where the Participants otherwise would incur a Separation from Service and where such Participants will provide services to the purchaser after the sale closing, the Employer and the purchaser retain discretion no later than the asset sale closing date to specify in writing whether the Participants will incur a Separation from Service. In making such determination, the Employer and the purchaser must treat all affected Participants consistently.

1.33“Service Year” means a Participant’s Taxable Year in which the Participant performs services which give rise to Compensation.

1.34“Specified Employee” means a Participant who is a key employee as described in Code §416(i), disregarding paragraph (5) thereof. However, a Participant is not a Specified Employee unless any stock of the Employer is publicly traded on an established securities market or otherwise. If a Participant is a key employee at any time during the 12 months ending on December 31 (the “identification date”), the Participant is a Specified Employee for the 12 month period commencing on the April 1 following the identification date. The Employer in determining whether this Section and all related Plan provisions apply will determine whether the Employer has any publicly traded stock as of the date of a Participant’s Separation from Service. In the case of a spin-off or merger, or in the case of a nonresident alien Employee, the Employer will apply the Specified Employee provisions of the Plan in accordance with Treas. Reg. §1.409A-1(i)(6) and other Applicable Guidance.

1.35“Specified Time” means, in reference to a payment of Deferred Compensation, the Employer, at the time of the deferral of the Compensation can objectively determine: (i) the amount payable; and (ii) the payment date or dates. An amount is objectively determinable if the deferral election specifically identifies the amount or if the Employer can determine the amount at the time it is due pursuant to an objective, nondiscretionary formula specified at the time of deferral.

1.36“Substantial Risk of Forfeiture” means Compensation which is payable conditioned: (i) on the performance of substantial future services by any person including the Participant; or (ii) on the occurrence of a condition related to a purpose of the Compensation, and where under clause (i) or (ii) the possibility of forfeiture is substantial in accordance with Treas. Reg. §1.409A-1-(d)(1).

1.37“Taxable Year” means the twelve (12) consecutive month period ending December 31.

1.38“Trust” means any trust established by Employer as described in Section 6.02 of the Plan.

1.39“Valuation Date” means the last day of each Taxable Year and such other dates as the Employer may determine.

1.40“Vested” means Deferred Compensation not subject to a Substantial Risk of Forfeiture or to a requirement to perform further services for the Employer.

ARTICLE II. - ELIGIBILITY

2.01 Participant Designation. An Employee shall be eligible to participate in this Plan if the Employee is in a Director level position or higher or appointed by the Employer and approved by the Board to participate in the Plan. In no event shall any individual who is not within the designated group and who would not be considered to be in a select group of management or highly compensated employees be eligible to participate in this Plan. No distribution shall be made to an Employee who ceases to meet the eligibility conditions of this Plan until such time as the distribution would be made pursuant to Article V.

2.02 Time of Participation. The Eligible Employee will become a Participant in the Plan effective with the first day of the Plan Year coinciding with or immediately following satisfaction of the eligibility requirements set forth in Section 2.01.

ARTICLE III. - CONTRIBUTIONS AND BENEFITS

3.01 Elective Deferrals.

(A)Limitations. Each Participant may elect to defer up to fifty percent (50%) of his or her Base Salary and up to one hundred percent (100%) of his or her Bonus for a Taxable Year.

(B)Election Form and Timing. Each participant must make his or her Elective Deferral election on an election form the Employer provides for that purpose. The election form may be completed by paper, electronic or telephonic means no later than the latest of the applicable times specified below in this Section 3.01(B).

(1)General Timing Rule. Except as otherwise provided in this Section 3.01, a Participant must deliver his or her election to the Administrator no later than the end of the Taxable Year prior to the Service Year.

(2)Performance Based Compensation Exception. With respect to any Bonus made through the BJ’s Wholesale Annual Incentive Plan (AIP), the Employer may, but is not required to, permit a Participant to deliver his or her election to the Administrator no later than six (6) months before the end of the performance period for which such bonus relates provided that (i) the bonus meets the requirements of Performance Based Compensation in accordance with Treas. Reg. §1.409A-1(e); (ii) the Participant continuously performs services from a date no later than the date the Employer establishes the performance criteria and at least through the date of the Participant’s election; and (iii) the Participant does not make an election after the Compensation has become substantially certain to be paid and is readily ascertainable.

(3)New Participant. If an Employee satisfies the eligibility requirements of Section 2.01 on a date which is not the first day of a Taxable Year, the Participant’s Elective and/or Bonus Deferral election shall be effective no earlier than the first day of the Taxable Year immediately following the date such Participant becomes eligible to participate under Section 2.01

(C)Election Changes/ Irrevocability. A Participant’s election made prior to the Section 3.01 deadline becomes irrevocable as to a Taxable Year following the last day on which a Participant may make an election under Section 3.01 for such Taxable Year. A Participant may make any number of changes to his/her Elective Deferral election during the period prior to the election becoming irrevocable.

(D)Election Duration/Cancellation. A Participant’s Elective Deferral election shall remain in effect only for the duration of the Taxable Year for which the Participant makes

the election. A Participant, subject to Plan requirements regarding election timing, may make a new election, or may revoke or modify an existing election effective no earlier than the next Taxable Year.

3.02 Select Management Employer Contributions.

(A) Each Participant who is a Senior Vice President level or higher shall be eligible to receive a discretionary contribution during the Plan Year equal to a percentage of the Participant’s Base Salary grossed up for taxes as determined by the Employer in their sole discretion. The percentage and tax rate used for purposes of the gross up shall be determined by the Employer in its complete and sole discretion and need not be the same for any two Participants.

(B) Timing. The Employer shall designate the Taxable Year for which the Select Management Employer Discretionary Contribution was earned and shall credit the Select Management Employer Contribution, if any, to the Participant’s Select Management Employer Contribution Sub Account no later than the last day of the Taxable Year during which the Deferred Compensation was earned.

3.03 Employer Discretionary Contributions.

(A) In addition to the Elective Deferrals provided under Section 3.01 and the Employer Retirement Contributions under Section 3.02, the Employer may, in its sole discretion, credit a Participant with additional discretionary Deferred Compensation. The amount, and frequency, of such Deferred Compensation shall be determined by the Employer in its complete and sole discretion and need not be the same for any two Participants.

(B) Timing. The Employer shall designate the Taxable Year for which the Discretionary Contribution was earned and shall credit the Employer Discretionary Contribution, if any, to the Participant’s Employer Discretionary Contributions Sub Account no later than the last day of the Taxable Year during which the Deferred Compensation was earned.

ARTICLE IV. - VESTING

4.01 Elective Deferral Sub Account. A Participant’s Elective Deferral Sub-Account shall always be 100% Vested and nonforfeitable.

4.02 Select Management Employer Contribution Sub Account. A Participant’s Select Management Employer Contribution Sub Account shall become 100% Vested and nonforfeitable upon the earlier of Participant’s death, Disability, attainment of Retirement Age, a Change in Control of the Employer, or the third anniversary of the Participant’s date of hire with the Employer.

4.03 Employer Discretionary Contribution Sub Account. A Participant’s Employer Discretionary Contributions Sub Account shall become 100% Vested and nonforfeitable upon successful completion of the conditions, if any, established by the Employer, in accordance with Section 3.03 when crediting additional discretionary Deferred Compensation to a Participant.

4.04 Acceleration of Vesting. Notwithstanding Sections 4.01 through 4.03, the Employer may, in its complete and sole discretion, accelerate Vesting of a Participant’s Account based on criteria satisfactory to the Employer.

4.05 Forfeiture. A Participant will forfeit any non-Vested portion of a Participant’s Account upon the earlier of Separation from Service or when the condition constituting a Substantial Risk of Forfeiture can no longer be satisfied, such as its expiration date. All forfeitures

shall be used to reduce Employer Contributions or shall be used to pay reasonable administrative expenses of the Plan.

ARTICLE V. - BENEFIT PAYMENTS

5.01 Payment Events. The benefits under this Plan (the Participant’s Account) will be paid to the Participant, or in the event of death, to the Participant’s Beneficiary, following the earliest of the Participant’s Separation from Service, death, Disability, or the Specified Time elected by the Participant in accordance with this Article V and the provisions established by the Administrator. A Participant shall make a separate payment election for each Taxable Year of deferral. Payment will commence at the time elected and, in the form, elected by the Participant under Section 5.02 or as provided for under the terms of the Plan under Sections 5.03 through 5.09.

(A) Payment to Specified Employees. Notwithstanding anything to the contrary in the Plan or any Employer or Employee payment election, if the payment event is Separation from Service, the Plan may not make payment of any Account to a Participant who, on the date of Separation from Service, is a Specified Employee, earlier than 6 months following Separation from Service (or if earlier, upon the Specified Employee’s death), except as permitted under this Section 5.01(A). The Employer, operationally and without any direct or indirect Participant election, will elect whether any payments that otherwise would be payable to the Specified Employee during the foregoing 6 month period: (i) will be accumulated and payment delayed until the first day of the month that is after the 6 month period; or (ii) will be delayed by 6 months as to each installment otherwise payable during the 6 month period. This Section 5.01(A) does not apply to payments made on account of a domestic relations order, payments made because of a conflict of interest, or payment of employment taxes, all as described in Treas. Reg. 1.409A-3(i)(2)(i). Section 5.01(A) also does not apply to any reimbursement or in-kind benefit which is Separation Pay as defined under Applicable Guidance, but which is not Deferred Compensation under Section 1.15.

5.02 Payment upon Separation from Service.

(A) Initial Payment Election. At the time of initial enrollment into the Plan, and each Taxable Year thereafter, a Participant shall make an irrevocable election on the form provided by the Administrator no later than the time specified by the Employer under Section 3.03. The election shall specify the time of payment in the event of the Participant’s Separation From Service, a Specified Time prior to Separation from Service, death, or Disability. The Participant’s election may provide for a different form of payment for Separation from Service for each Participant’s Contribution Sub-Account for each Taxable Year of deferral. Optional forms of payment permitted are as follows.

(1) Lump Sum. The Participant may elect to receive payment of his/her Vested Taxable Year Contribution Sub-Account in a lump sum payment commencing on the first day of the 7th month following Separation from Service, or

(2) Installments. The Participant may elect to receive payment of his/her Vested Taxable Year Contribution Sub-Account in substantially equal annual installments over a period of time not to exceed ten (10) years.

(a)The first installment shall commence on the first day of the 7th month following Separation from Service. The amount shall be calculated by multiplying the Participant’s Vested Taxable Year Contribution Sub-Account on the Valuation Date immediately preceding the payment date by a fraction of which the numerator is one and the denominator is the total number of years elected by the Participant.

(b)Following the initial installment payment, subsequent installment payments shall be made on the anniversary date of the initial installment payment and shall be calculated by multiplying the Participant’s Vested Taxable Year Contribution Sub-Account balance on the Valuation Date immediately preceding the payment date by a fraction of which the numerator is one and the denominator is the whole number less than the denominator of the fraction used in calculating the immediately preceding annual installment payment until one hundred percent (100%) of the value has been distributed to the Participant.

(c)Until the Plan pays the entire value of the Participant’s Vested Taxable Year Contribution Sub-Account, the Plan will continue to credit the Participant’s Vested Taxable Year Contribution Sub-Account with Earnings, in accordance with Section 6.03.

(d)Regardless of the period elected for installment payments, if the value of the first annual installment is less than one thousand dollars ($1,000.00), the Plan will pay the affected Participant’s Vested Taxable Year Contribution Sub-Account in a single lump sum in accordance with Sections 5.02(A)(1) and 5.04 of the Plan, as applicable.

(e)If a Participant dies after benefits have commenced, the remaining unpaid scheduled payments, if any, shall be paid to the Participants Beneficiary in a single lump sum cash payment no later than 90 days following the Participant’s death.

(C) Change Payment Election. The Participant may make a change payment election under this Section 5.02(C). A change payment election may delay payment and/or may change the form of payment, provided the change does not result in an impermissible acceleration under Applicable Regulations. A Participant must make any change payment election on a form the Employer provides for such purpose.

(1)Election Timing/Deferral of Payment. Any change payment election: (i) may not take effect until twelve (12) months following the date the change payment election is made; (ii) if the change payment election relates to a payment based on Separation from Service the change payment election must result in payment being made not earlier than five (5) years following the date upon which the payment otherwise would have been made (or, in the case of installment payments treated as a single payment, five (5) years from the date the first amount was scheduled to be paid).

(2)Installments. For purposes of applying the change payment election provisions under Section 5.02(C), the Plan will treat a series of installment payments as a single payment.

5.03 Death, Disability, or Specified Time. In the event of a Participant’s death, Disability, or Specified Time election, a Participant’s Account shall be paid to the Participant, or in the event of death, to the Participant’s Beneficiary, in a single lump sum cash payment no later than (90 days following the event giving rise to the payment.

5.04 Time, Form and Medium Default. If the Participant fails to make a valid payment election for any Taxable Year, or if the Employer rejects the Participant’s election and the Participant does not make a new timely election the Employer accepts, the Plan will pay the affected Participant’s Account attributable to the non-election under this default provision in a single lump sum payment in accordance with Sections 5.02(1) and 5.03, as applicable.

5.05 Domestic Relations Order. The Plan may accelerate payment to an individual other than the Participant to comply with a domestic relations order as provided in Treas. Reg. §1.409A-3(j)(4)(ii). A domestic relations order is a judgment, decree, order, or judicial approval of a property settlement agreement which relates to child support, alimony, or marital property rights of a spouse, former spouse, child, or other dependent of the Participant and is made

under state domestic relations law. The Plan will make payment to the alternate payee as soon as administratively feasible as specified in the domestic relations order. In the event the domestic relations order does not specify a time and form of payment, the Plan will make payment to the alternate payee in a single lump sum cash payment within 90 days following the Employer’s acceptance and approval of the domestic relations order.

5.06 No Acceleration.

(A) General Rule. No person may accelerate the time or schedule of any Plan payment or amount scheduled to be paid under the Plan. For this purpose, the payment of an amount substituted for the Deferred Compensation is a payment of the Deferred Compensation, as provided in Treas. Reg. §1.409A-3(f).

(B) Not an Acceleration. Certain actions as described in Treas. Reg. §§1.409A-3(j)(1), (2), (3), (5) and (6) are not an acceleration including: (i) certain payments made as a result of an intervening payment event and made in accordance with Plan provisions or pursuant to an initial payment election; (ii) the Employer’s waiver or acceleration of the satisfaction of any condition constituting a Substantial Risk of Forfeiture provided that payment is made only upon a permissible payment event; (iii) an election to change Beneficiaries (including before the commencement of a life annuity) if the time and form of payment does not change (except where under a life annuity a change in time of payments results solely from the different life expectancy of the new Beneficiary); (iv) a decrease in the Compensation Deferred under the Plan as a result of certain linkage to qualified plans or broad-based foreign plans or certain other actions or inactions, including related to wraparound elections; or (v) a change to a cafeteria plan election (under Code §125(d)) resulting in a change in the Compensation Deferred under this Plan.

(C) Permissible Accelerations/ Including Cash-Out. Notwithstanding Section 5.06(A), the Employer in its sole discretion and without any Participant discretion or election, operationally may elect accelerations of the time or schedule of payment from the Plan in any or all of the circumstances described in Treas. Reg. §§1.409A-3(j)(4)(ii) through (xiv). Such circumstances include, but are not limited to, the mandatory lump-sum payment of the Participant’s entire Vested Account at any time provided that the Employer evidences its discretion to make such payment in writing no later than the date of payment, the payment results in the termination and liquidation of the Participant’s interest under the Plan and under all Aggregated Plans, and the payment amount does not exceed the applicable dollar amount under Code §402(g)(1)(B). The Employer in applying this Section 5.06(C) must treat all similarly situated service providers on a reasonably equivalent basis. See Section 7.02 as to Plan termination which also results in a permissible acceleration.

5.07 Withholding. The Employer will withhold from any payment made under the Plan and from any amount taxable under Code §409A, all applicable taxes, and any and all other amounts required to be withheld under Applicable Guidance.

The benefits that accrue under the Plan are subject to FICA taxes (which includes the Old-Age, Survivors and Disability Insurance tax and/or Medicare tax, as the case may be) which may become due before the benefits are actually paid as provided under Section 3121(v)(2) of the Code and related IRS regulations.

To ensure proper compliance with these regulations, the Employer will calculate the amount of FICA tax when it becomes due and will deduct the Participant’s share of the FICA tax on amounts credited to the Participant’s Account from other taxable compensation payable to the Participant by the Employer. If the Participant has insufficient other taxable compensation from the Employer from which to deduct such tax, then the Employer will remit the remaining portion of the Participant’s share of the tax to the IRS and arrange for the collection of that amount from the Participant. The Participant will be solely liable for his or her share of FICA taxes on benefits accrued under the Plan.

5.08 Beneficiary Designation. A Participant may designate a Beneficiary (including one or more primary and contingent Beneficiaries) to receive payment of any Vested Account remaining in the Participant’s Account at death. The Employer will provide each Participant with a form for this purpose and no designation will be effective unless made on that form and delivered to the Employer. A Participant may modify or revoke an existing designation of Beneficiary by executing and delivering a new designation to the Employer. In the absence of a properly designated Beneficiary, the Employer will pay a deceased Participant’s Vested Account to the Participant’s surviving spouse and if none, to the Participant’s then living lineal descendants, by right of representation, and if none, to the Participant’s estate. If a Beneficiary is a minor or otherwise is a person whom the Employer reasonably determines to be legally incompetent, the Employer may cause the Plan or Trust to pay the Participant’s Vested Account to a guardian, trustee or other proper legal representative of the Beneficiary. The Plan’s or Trust’s payment of the deceased Participant’s Vested Account to the Beneficiary or proper legal representative of the Beneficiary completely discharges the Employer, the Plan and Trust of all further obligations under the Plan with respect to that payment.

5.09 Payments Treated as Made on Payment Date.

(A) Certain Late Payments. The Plan’s payment of Deferred Compensation is deemed made on the Plan required payment date or payment election required payment date even if the Plan makes payment after such date, provided the payment is made by the latest of: (i) the end of the Taxable Year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date provided that the Participant is not able, directly or indirectly, to designate the Taxable Year of payment; (iii) in case the Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Participant’s control (or the control of the Participant’s Beneficiary), in the first Taxable Year of the Participant in which payment is practicable; (iv) in case the making of the payment on the Specified Time would jeopardize the Employer’s ability to continue as a going concern, in the first Taxable Year of the Participant in which the payment would not have such effect. The Employer may cause the Plan or Trust to pay a Participant’s Vested Account on any date which satisfies this Section and that is administratively practicable following any Plan specified payment date or the date specified in any valid payment election.

(B) Disputed Payments. In the event of a dispute between the Employer and a Participant as to whether Deferred Compensation is payable to the Participant or as to the amount thereof, or any other failure to pay, payment is treated as paid on the designated payment date if such payment is made in accordance with Treas. Reg. §1.409A-3(g).

(C) Early Payments. The Employer also may cause the Plan or trustee to pay on a date no earlier than 30 days before the specified payment date provided the Participant is not able, directly or indirectly, to designate the Taxable Year of the payment. Such “early” payments are not accelerated payments under Article V.

ARTICLE VI. - TRUST AND PLAN EARNINGS

6.01 Unfunded Plan/Trust. Employer intends this Plan to be an unfunded plan that is wholly or partially exempt under ERISA. No Participant, Beneficiary or successor thereto has any legal or equitable right, interest or claim to any property or assets of the Employer, including assets under the Plan except as the Plan otherwise permits. The Employer’s obligation to pay Plan benefits is an unsecured promise to pay. Any assets held in the Plan remain subject to claims of the Employer’s general creditors and no Participant’s or Beneficiary’s claim to Plan assets has any priority over any general unsecured creditor of the Employer.

6.02 Rabbi Trust. Employer may establish a trust in respect of its obligations under this Plan. The Employer may, and at any time, subject to the limitations of Section 6.04, make deposits of cash or other property in trust for the purpose of providing a source of funds to meet the liabilities of the Plan. The trustee will pay Plan benefits in accordance with the Plan terms or upon the Employer’s direction consistent with Plan terms.

6.03 Earnings. The Trust earnings provisions apply to all Plan contributions and constitute Earnings for purposes of the Plan. Each Participant will have the right to direct the investment of the portion of the Trust that is attributable to the Plan’s obligation to that Participant. The Participant may only select investments designated by the Trustee. Investment elections made or to be made by the Participant will be subject to administrative rules and procedures established by the Administrator. If the Participant does not direct the investment of his or her Account, the Participant's Account shall be treated as invested and reinvested in a default investment category subject to the administrative rules and procedures established by the Administrator until such time as a valid investment election is filed by the Participant. Earnings shall begin to accrue on any addition from the later of the date the addition is credited to the Participant's Account, or the date funds are transferred to the related Trust for investment. The Earnings rate to be used during any quarter shall be the actual Earnings during the period on the funds invested by the Employer on assets set aside for the purpose of paying benefits provided hereunder. In the event a Participant Separates from Service or otherwise becomes entitled to a distribution, the Participant's Account shall be credited with Earnings for any portion of the year up to the Valuation Date used to determine the amount to distribute to the Participant (or Beneficiary). The Valuation Date shall be reasonably close in time to when the distribution is made in order to minimize lost Earnings to the Participant due to being un-invested. However, the Plan, the Administrator, and the Employer shall not be under any obligation to compensate the Participant for any potential earnings for the period after the Valuation Date and before the distribution is received by the Participant.

6.04 Restriction on Trust Assets. The Trust and the Trust assets must be and must remain located within the United States, except with respect to a Participant who performs outside the United States substantially all services giving rise to the Deferred Compensation. The Trust may not contain any provision limiting the Trust assets to the payment of Plan benefits upon a Change in the Employer’s Financial Health, even if the assets remain subject to claims of the Employer’s general creditors. For this purpose, the Employer, upon a Change in the Employer’s Financial Health, may not transfer Deferred Compensation to the Trust. The Employer (and any member of a controlled group which includes the Employer) during the “restricted period”, as defined in Code §409(b)(3)(B), also may not transfer Deferred Compensation to the Trust and the Trust may not be restricted to payment of Plan benefits, to the extent that such transfer or restriction would violate the at-risk limitation of Code §409A(b)(3). Any Trust the Employer establishes under this Plan shall be further subject to Applicable Guidance, compliance with which is necessary to avoid the transfer of assets to the Trust being treated as a transfer of property under Code § 83.

6.05 Change in Control. Subject to Section 6.04, in the event of a Change in Control, the Employer, shall be required to make additional contributions, if any, to the Trust within 10 days of the date of the Change in Control and annually thereafter within 90 days after the end of each Plan Year, such that the fair value of the assets in the Trust are sufficient to fund the value of all benefits related to the Accounts of Participants employed by the Employer at the date of

Change in Control and thereafter at the end of the Plan Year. Any assets set aside in the Trust shall not be deemed to be the property of the Participant and shall be subject to claims of the creditors of the Employer. No Participant or Beneficiary shall have any claim against, right to, or security or other interest in, any fund, account or asset of the Employer from which any payment under the Plan may be made.

ARTICLE VII. - AMENDMENT AND TERMINATION

7.01 Amendment. Employer reserves the right to amend the Plan at any time to comply with Code §409A, Treas. Reg. §1.409A and other Applicable Guidance or for any other purpose, provided that such amendment will not (i) result in taxation to any Participant under Code §409A, and (ii) will not, without the consent of the Participant, affect such Participant’s rights with respect to Deferred Compensation previously Vested by him. Except as the Plan and Applicable Guidance otherwise may require, the Employer may make any such amendments effective immediately.

7.02 Termination. Employer may terminate, but is not required to terminate, the Plan and distribute benefits under the following circumstances:

(A) Dissolution/Bankruptcy. Employer may terminate and liquidate the Plan within 12 months following a dissolution of a corporate Employer taxable under Code §331 or with approval of a Bankruptcy court under 11 U.S.C. §503(b)(1)(A), provided that the balance is paid to the Participants and is included in the Participants’ gross income in the latest Taxable Year: (i) in which the Plan termination and liquidation occurs; (ii) in which the amounts no longer are subject to a Substantial Risk of Forfeiture within the meaning specified in Treas. Reg. §1.409A-1(d)(3) and Applicable Guidance; or (iii) in which the payment is administratively practicable.

(B) Change in Control. Employer may terminate and liquidate the Plan by irrevocable action taken within the thirty (30) days preceding or the twelve (12) months following a Change in Control provided the Employer distributes all Plan account balances (and must distribute the accounts under any Aggregated Plans which the Employer also must terminate and liquidate as to each Participant who has experienced the Change in Control) within twelve (12) months following Employer’s irrevocable action to terminate and liquidate the Plan.

(C) Other. Employer may terminate the Plan for any other reason in Employer’s discretion provided that: (i) the termination and liquidation does not occur proximate to a downturn in Employer’s financial health; (ii) Employer also terminates all Aggregated Plans in which any Participant also is a participant; (iii) the Plan makes no payments in the twelve (12) months following the date of the Employer’s irrevocable action to terminate and liquidate the Plan other than payments the Plan would have made irrespective of Plan termination; (iv) the Plan makes all payments within twenty-four (24) months following the date of Employer’s irrevocable action to terminate and liquidate the Plan; and (v) Employer within three (3) years following the date of Employer’s irrevocable action to terminate and liquidate the Plan does not adopt a new plan covering any Participant that would be an Aggregated Plan.

(D) Applicable Guidance. Employer may terminate the Plan under such other circumstances as Applicable Guidance may permit.

7.03 Cessation of Future Awards. Employer may elect at any time to amend the Plan to cease future Elective Deferrals, and or Employer Retirement Contributions, and or Employer Discretionary Contributions under Article III as of a specified date. In such event, the Plan remains in effect (except those provisions permitting the frozen award type) until all balances

are paid in accordance with the Plan terms, or, if earlier, upon the Employer’s termination of the Plan.

ARTICLE VIII. - GENERAL PROVISIONS

8.01 No Assignment. No Participant or Beneficiary has the right to anticipate, alienate, assign, pledge, encumber, sell, transfer, mortgage or otherwise in any manner convey in advance of actual receipt, the Participant’s Account. Prior to actual payment, a Participant’s Account is not subject to the debts, judgments or other obligations of the Participant or Beneficiary and is not subject to attachment, seizure, garnishment or other process applicable to the Participant or Beneficiary.

8.02 Not an Employment Contract. This Plan is not a contract for employment between the Employer and any Employee who is a Participant. This Plan does not entitle any Participant to continued employment with the Employer, and benefits under the Plan are limited to payment of a Participant’s benefit in accordance with the terms of the Plan.

8.03 Fair Construction. The Employer, Participants and Beneficiaries intend that this Plan in form and in operation comply with Code 409A, the regulations thereunder, and all other present and future Applicable Guidance. The Employer and any other party with authority to interpret or administer the Plan will interpret the Plan terms in a manner which is consistent with Applicable Law. However, as required under Treas. Reg. §1.409A-1(c)(1), the “interpretation” of the Plan does not permit the deletion of material terms which are expressly contrary to Code §409A and the regulations thereunder and also does not permit the addition of missing terms necessary to comply therewith. Such deletions or additions may be accomplished only by means of a Plan amendment under Section 7.01. Any Participant, Beneficiary or Employer permitted Elective Deferral election, initial payment election, change payment election or any other Plan permitted election, notice or designation which is not compliant with Applicable Law is not an “election” or other action under the Plan and has no effect whatsoever. In the event that a Participant, Beneficiary or the Employer fail to make an election or fail to make a compliant election, the Employer will apply the Plan’s default terms under Section 5.04.

8.04 Notice and Elections. Any notice given or election made under the Plan must be in writing and must be delivered or mailed by certified mail, to the Employer or to the Participant or Beneficiary as appropriate. Employer will prescribe the form of any Plan notice or election to be given to or made by Participants. Any notice or election will be deemed given or made as of the date of delivery, or if given or made by certified mail, as of three (3) business days after mailing.

8.05 Administration. Employer will administer and interpret the Plan, including making a determination of the benefit due any Participant or Beneficiary under the Plan. As a condition of receiving any Plan benefit to which a Participant or Beneficiary otherwise may be entitled, a Participant or Beneficiary will provide such information and will perform such other acts as Employer reasonably may request. Employer may retain agents to assist in the administration of the Plan and may delegate to agents such duties as it sees fit. The decision of Employer or its designee concerning the administration of the Plan is final and is binding upon all persons having any interest in the Plan. The Employer will indemnify, defend and hold harmless the Board and any Employee designated by the Board to assist in the administration of the Plan from any and all loss, damage, claims, expense or liability with respect to this Plan (collectively, “claims”) except claims arising from the intentional acts or gross negligence of the Employee.

8.06 Accounting. The Employer will maintain for each Participant as is necessary for proper administration of the Plan, an Elective Deferral Sub Account, an Employer Retirement Contribution Sub Account, and an Employer Discretionary Contributions Sub Account, as applicable.

8.07 Account Statements. The Employer from time to time will provide each Participant with a statement of the Participant’s Account as of the most recent Valuation Date. The Employer also will provide Account statements to any Beneficiary of a deceased Participant with a benefit remaining in the Plan.

8.08 Costs and Expenses. Investment charges which will be borne by the Account to which they pertain. The Employer will pay the other costs, expenses and fees associated with the operation of the Plan, excluding those incurred by Participants or Beneficiaries. The Employer will pay costs, expenses or fees charged by or incurred by the trustee only as provided in the Trust or other agreement between the Employer and the trustee.

8.09 Reporting. The Employer will report Deferred Compensation for Employee Participants on Form W-2 in accordance with Applicable Guidance.

8.10 ERISA Claims Procedure. This Plan is established as a “top-hat plan” within the meaning of DOL Reg. §2520.104-23, and the following claims procedure under DOL Reg. §2560.503-1 applies. For purposes of the Plan’s claims procedure under this Section 8.10, the “Plan Administrator” means Employer. A Participant or Beneficiary may file with the Plan Administrator a written claim for benefits, if the Participant or Beneficiary disputes the Plan Administrator’s determination regarding the Participant’s or Beneficiary’s Plan benefit. However, the Plan Administrator will cause the Plan to pay only such benefits as the Plan Administrator in its absolute discretion determines a Participant or Beneficiary is entitled to receive. The Plan Administrator under this Section 8.10 will provide a separate written document to affected Participants and Beneficiaries which explains the Plan’s claims procedure and which by this reference is incorporated into the Plan. If the Plan Administrator makes a final written determination denying a Participant’s or Beneficiary’s claim, the Participant or Beneficiary must file an action with respect to the denied claim within 180 days following the date of the Plan Administrator’s final determination.

8.11 Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not preempted by such laws, by the laws of the Commonwealth of Massachusetts.

8.12 Gender and Number. Where the context permits, words denoting the masculine gender shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

8.13 Statutory References. All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

8.14 Headings. Section headings and titles are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control.

8.15 Action by the Employer. Any action to be performed by Employer under the Plan shall be by resolution of its Board, by a duly authorized committee of its Board, or by a person or persons authorized by resolution of such committee.

IN WITNESS WHEREOF, BJ’s Wholesale Club , Inc. has executed this Plan this ______ day of _____________________, 2023.

BJ’S WHOLESALE CLUB , INC.

A DELAWARE CORPORATION

By:

Witness

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Robert W. Eddy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of BJ’s Wholesale Club Holdings, 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: November 22, 2023

	By:	/s/ Robert W. Eddy
		Robert W. Eddy
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Laura L. Felice, certify that:

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

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: November 22, 2023

	By:	/s/ Laura L. Felice
		Laura L. Felice
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of BJ’s Wholesale Club Holdings, Inc. (the “Company”), hereby certifies, to his knowledge, that:

1.The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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


Date: November 22, 2023

	By:	/s/ Robert W. Eddy
		Robert W. Eddy
		President and Chief Executive Officer
		(Principal Executive Officer)

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

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


Date: November 22, 2023

	By:	/s/ Laura L. Felice
		Laura L. Felice
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Oct. 28, 2023	Nov. 16, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 28, 2023
Document Transition Report	false
Entity File Number	001-38559
Entity Registrant Name	BJ’S WHOLESALE CLUB HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-2936287
Entity Address, Address Line One	350 Campus Drive
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	774
Local Phone Number	512-7400
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	BJ
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		133,381,006
Entity Central Index Key	0001531152
Amendment Flag	false
Current Fiscal Year End Date	--02-03
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Current assets:
Cash and cash equivalents	$ 33,551	$ 33,915	$ 34,644
Accounts receivable, net	224,505	239,746	251,978
Merchandise inventories	1,661,852	1,378,551	1,504,368
Prepaid expenses and other current assets	80,550	51,033	72,285
Total current assets	2,000,458	1,703,245	1,863,275
Operating lease right-of-use assets, net	2,174,706	2,142,925	2,163,504
Property and equipment, net	1,495,912	1,337,029	1,296,151
Goodwill	1,008,816	1,008,816	1,008,816
Intangibles, net	109,600	115,505	117,814
Deferred income taxes	7,429	11,498	4,341
Other assets	40,323	30,938	25,002
Total assets	6,837,244	6,349,956	6,478,903
Current liabilities:
Short-term debt	434,000	405,000	295,000
Current portion of operating lease liabilities	180,490	177,233	176,659
Accounts payable	1,318,959	1,195,697	1,363,734
Accrued expenses and other current liabilities	805,607	767,411	764,572
Total current liabilities	2,739,056	2,545,341	2,599,965
Long-term operating lease liabilities	2,084,744	2,058,797	2,085,625
Long-term debt	398,355	447,880	600,123
Deferred income taxes	65,104	57,024	70,432
Other non-current liabilities	196,289	194,077	179,883
Commitments and contingencies (see Note 5)
STOCKHOLDERS’ EQUITY
Preferred stock; par value $0.01; 5,000 shares authorized, and no shares issued	0	0	0
Common stock, par value $0.01; 300,000 shares authorized, 147,470 shares issued and 133,494 outstanding at October 28, 2023; 146,347 shares issued and 133,903 outstanding at January 28, 2023; and 146,243 shares issued and 134,429 outstanding at October 29, 2022	1,475	1,463	1,461
Additional paid-in capital	993,178	958,555	939,855
Retained earnings	1,022,359	644,490	514,712
Accumulated other comprehensive income	1,049	1,550	2,010
Treasury stock, at cost, 13,976 shares at October 28, 2023; 12,444 shares at January 28, 2023; and 11,814 shares at October 29, 2022	(664,365)	(559,221)	(515,163)
Total stockholders’ equity	1,353,696	1,046,837	942,875
Total liabilities and stockholders’ equity	$ 6,837,244	$ 6,349,956	$ 6,478,903

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	5,000,000	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0	0
Common stock, par value (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, authorized (in shares)	300,000,000	300,000,000	300,000,000
Common stock, issued (in shares)	147,470,000	146,347,000	146,243,000
Common stock, outstanding (in shares)	133,494,000	133,903,000	134,429,000
Treasury stock (in shares)	13,976,000	12,444,000	11,814,000

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Total revenues	$ 4,924,723	$ 4,785,319	$ 14,611,405	$ 14,385,570
Cost of sales	4,022,243	3,908,219	11,932,120	11,857,263
Selling, general and administrative expenses	697,104	674,426	2,081,392	1,961,606
Pre-opening expenses	6,001	10,706	11,479	21,508
Operating income	199,375	191,968	586,414	545,193
Interest expense, net	18,004	12,450	48,968	31,166
Income from continuing operations before income taxes	181,371	179,518	537,446	514,027
Provision for income taxes	50,904	48,124	159,666	129,165
Income from continuing operations	130,467	131,394	377,780	384,862
Loss from discontinued operations, net of income taxes	0	(1,452)	89	(1,466)
Net income	$ 130,467	$ 129,942	$ 377,869	$ 383,396
Income per share attributable to common stockholders—basic:
Income from continuing operations (in USD per share)	$ 0.98	$ 0.98	$ 2.84	$ 2.87
Income from discontinued operations (in USD per share)	0	(0.01)	0	(0.01)
Net income (in USD per share)	0.98	0.97	2.84	2.86
Income per share attributable to common stockholders—diluted:
Income from continuing operations (in USD per share)	0.97	0.96	2.79	2.82
Income from discontinued operations (in USD per share)	0	(0.01)	0	(0.01)
Net income (in USD per share)	$ 0.97	$ 0.95	$ 2.79	$ 2.81
Weighted-average shares of common stock outstanding:
Basic (in shares)	133,069	134,091	133,232	134,225
Diluted (in shares)	134,984	136,621	135,338	136,630
Other comprehensive income:
Amounts released from other comprehensive income, net of tax			$ (501)	$ 117
Unrealized gain on cash flow hedge, net of income tax provision of $229, at October 29, 2022			0	588
Total other comprehensive income	$ 0	$ 0	(501)	705
Total comprehensive income	130,467	129,942	377,368	384,101
Net sales
Total revenues	4,818,670	4,685,834	14,299,132	14,090,673
Membership
Total revenues	$ 106,053	$ 99,485	$ 312,273	$ 294,897

Condensed Consolidated Statements of Operations and Comprehensive Income (Parentheticals) $ in Thousands	9 Months Ended
	Oct. 29, 2022 USD ($)
Income Statement [Abstract]
Unrealized gain on cash flow hedge, tax provision	$ 229

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Treasury Stock
Balance at beginning of period (in shares) at Jan. 29, 2022		145,451
Balance at beginning of period at Jan. 29, 2022	$ 648,108	$ 1,454	$ 902,704	$ 131,313	$ 1,305	$ (388,668)
Treasury stock at beginning of period (in shares) at Jan. 29, 2022						(9,945)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	112,450			112,450
Amounts reclassified from accumulated other comprehensive income, net of tax	117				117
Unrealized gain (loss) on cash flow hedge, net of tax	588				588
Common stock issued under stock incentive plans (in shares)		490
Common stock issued under stock incentive plans	0	$ 5	(5)
Stock-based compensation expense	9,115		9,115
Exercise of stock options	2,306		2,306
Acquisition of treasury stock (in shares)						(801)
Acquisition of treasury stock	(51,342)					$ (51,342)
Balance at end of period (in shares) at Apr. 30, 2022		145,941
Balance at end of period at Apr. 30, 2022	721,342	$ 1,459	914,120	243,763	2,010	$ (440,010)
Treasury stock at end of period (in shares) at Apr. 30, 2022						(10,746)
Balance at beginning of period (in shares) at Jan. 29, 2022		145,451
Balance at beginning of period at Jan. 29, 2022	648,108	$ 1,454	902,704	131,313	1,305	$ (388,668)
Treasury stock at beginning of period (in shares) at Jan. 29, 2022						(9,945)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	383,396
Amounts reclassified from accumulated other comprehensive income, net of tax	117
Unrealized gain (loss) on cash flow hedge, net of tax	$ 588
Balance at end of period (in shares) at Oct. 29, 2022	134,429	146,243
Balance at end of period at Oct. 29, 2022	$ 942,875	$ 1,461	939,855	514,712	2,010	$ (515,163)
Treasury stock at end of period (in shares) at Oct. 29, 2022	(11,814)					(11,814)
Balance at beginning of period (in shares) at Apr. 30, 2022		145,941
Balance at beginning of period at Apr. 30, 2022	$ 721,342	$ 1,459	914,120	243,763	2,010	$ (440,010)
Treasury stock at beginning of period (in shares) at Apr. 30, 2022						(10,746)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	141,007			141,007
Common stock issued under stock incentive plans (in shares)		172
Common stock issued under stock incentive plans	0	$ 2	(2)
Common stock issued under ESPP (in shares)		44
Common stock issued under ESPP	2,331		2,331
Stock-based compensation expense	9,387		9,387
Exercise of stock options	2,712		2,712
Acquisition of treasury stock (in shares)						(359)
Acquisition of treasury stock	(23,188)					$ (23,188)
Balance at end of period (in shares) at Jul. 30, 2022		146,157
Balance at end of period at Jul. 30, 2022	853,591	$ 1,461	928,548	384,770	2,010	$ (463,198)
Treasury stock at end of period (in shares) at Jul. 30, 2022						(11,105)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	129,942			129,942
Common stock issued under stock incentive plans (in shares)		86
Stock-based compensation expense	9,463		9,463
Exercise of stock options	1,844		1,844
Acquisition of treasury stock (in shares)						(709)
Acquisition of treasury stock	$ (51,965)					$ (51,965)
Balance at end of period (in shares) at Oct. 29, 2022	134,429	146,243
Balance at end of period at Oct. 29, 2022	$ 942,875	$ 1,461	939,855	514,712	2,010	$ (515,163)
Treasury stock at end of period (in shares) at Oct. 29, 2022	(11,814)					(11,814)
Balance at beginning of period (in shares) at Jan. 28, 2023	133,903	146,347
Balance at beginning of period at Jan. 28, 2023	$ 1,046,837	$ 1,463	958,555	644,490	1,550	$ (559,221)
Treasury stock at beginning of period (in shares) at Jan. 28, 2023	(12,444)					(12,444)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 116,077			116,077
Amounts reclassified from accumulated other comprehensive income, net of tax	(501)				(501)
Common stock issued under stock incentive plans (in shares)		1,033
Common stock issued under stock incentive plans	0	$ 10	(10)
Stock-based compensation expense	10,007		10,007
Exercise of stock options	1,675		1,675
Acquisition of treasury stock (in shares)						(560)
Acquisition of treasury stock	(42,369)					$ (42,369)
Balance at end of period (in shares) at Apr. 29, 2023		147,380
Balance at end of period at Apr. 29, 2023	$ 1,131,726	$ 1,473	970,227	760,567	1,049	$ (601,590)
Treasury stock at end of period (in shares) at Apr. 29, 2023						(13,004)
Balance at beginning of period (in shares) at Jan. 28, 2023	133,903	146,347
Balance at beginning of period at Jan. 28, 2023	$ 1,046,837	$ 1,463	958,555	644,490	1,550	$ (559,221)
Treasury stock at beginning of period (in shares) at Jan. 28, 2023	(12,444)					(12,444)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 377,869
Amounts reclassified from accumulated other comprehensive income, net of tax	(501)
Unrealized gain (loss) on cash flow hedge, net of tax	$ 0
Balance at end of period (in shares) at Oct. 28, 2023	133,494	147,470
Balance at end of period at Oct. 28, 2023	$ 1,353,696	$ 1,475	993,178	1,022,359	1,049	$ (664,365)
Treasury stock at end of period (in shares) at Oct. 28, 2023	(13,976)					(13,976)
Balance at beginning of period (in shares) at Apr. 29, 2023		147,380
Balance at beginning of period at Apr. 29, 2023	$ 1,131,726	$ 1,473	970,227	760,567	1,049	$ (601,590)
Treasury stock at beginning of period (in shares) at Apr. 29, 2023						(13,004)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	131,325			131,325
Common stock issued under stock incentive plans (in shares)		2
Common stock issued under ESPP (in shares)		61
Common stock issued under ESPP	3,255	$ 1	3,254
Stock-based compensation expense	9,624		9,624
Exercise of stock options	261		261
Acquisition of treasury stock (in shares)						(719)
Acquisition of treasury stock	(44,902)					$ (44,902)
Balance at end of period (in shares) at Jul. 29, 2023		147,443
Balance at end of period at Jul. 29, 2023	1,231,289	$ 1,474	983,366	891,892	1,049	$ (646,492)
Treasury stock at end of period (in shares) at Jul. 29, 2023						(13,723)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	130,467			130,467
Common stock issued under stock incentive plans (in shares)		27
Common stock issued under stock incentive plans	0	$ 1	(1)
Stock-based compensation expense	9,380		9,380
Exercise of stock options	433		433
Acquisition of treasury stock (in shares)						(253)
Acquisition of treasury stock	$ (17,873)					$ (17,873)
Balance at end of period (in shares) at Oct. 28, 2023	133,494	147,470
Balance at end of period at Oct. 28, 2023	$ 1,353,696	$ 1,475	$ 993,178	$ 1,022,359	$ 1,049	$ (664,365)
Treasury stock at end of period (in shares) at Oct. 28, 2023	(13,976)					(13,976)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 377,869	$ 383,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	166,421	149,259
Amortization of debt issuance costs and accretion of original issue discount	900	2,282
Debt extinguishment charges	1,830	687
Stock-based compensation expense	29,011	27,965
Deferred income tax provision	12,149	18,474
Changes in operating leases and other non-cash items	3,684	26,235
Increase (decrease) in cash due to changes in:
Accounts receivable	15,205	(73,162)
Merchandise inventories	(283,301)	(173,361)
Prepaid expenses and other current assets	(23,628)	(5,248)
Other assets	(9,917)	(444)
Accounts payable	123,262	250,951
Accrued expenses and other current liabilities	29,916	(3,802)
Other non-current liabilities	1,130	9,625
Net cash provided by operating activities	444,531	612,857
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment, net of disposals	(347,951)	(294,308)
Proceeds from sale-leaseback transactions	12,310	11,092
Acquisitions	0	(376,521)
Net cash used in investing activities	(335,641)	(659,737)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long term-debt	305,041	0
Payments on long-term debt	(355,041)	(150,000)
Proceeds from revolving lines of credit	564,000	1,110,000
Payments on revolving lines of credit	(535,000)	(815,000)
Debt issuance costs paid	(1,722)	(2,733)
Net cash received from stock option exercises	2,369	6,545
Net cash received from ESPP	3,255	2,331
Acquisition of treasury stock	(101,819)	(127,458)
Proceeds from financing obligations	11,691	16,949
Other financing activities	(2,028)	(4,546)
Net cash (used in) provided by financing activities	(109,254)	36,088
Net decrease in cash and cash equivalents	(364)	(10,792)
Cash and cash equivalents at beginning of period	33,915	45,436
Cash and cash equivalents at end of period	33,551	34,644
Supplemental cash flow information:
Interest paid	44,335	25,031
Income taxes paid	156,632	134,021
Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items	165,931	190,803
Non-cash financing and investing activities:
Finance lease liabilities arising from obtaining right-of-use assets	4,467	7,443
Financing obligations arising from failed sale-leasebacks	0	3,487
Property additions included in accrued expenses	32,104	29,192
Treasury stock repurchases included in accrued expenses	$ 3,325	$ 770

Description of Business	9 Months Ended
Description of Business	Oct. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of BusinessBJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. The Company provides a curated assortment focused on grocery, general merchandise, gasoline and other ancillary services, coupon books, and promotions to offer a differentiated shopping experience that is further enhanced by its omnichannel capabilities. As of October 28, 2023, the Company operated 238 warehouse clubs and 169 gas stations in 20 states.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Oct. 28, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying interim financial statements of BJ’s Wholesale Club Holdings, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP. The condensed consolidated balance sheet as of January 28, 2023 is derived from the audited consolidated balance sheet as of that date. The Company’s business, as is common with the business of retailers generally, is subject to seasonal influences. The Company’s sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year 2022, as filed with the Securities and Exchange Commission on March 16, 2023. (b) Fiscal Year The Company follows the National Retail Federation’s fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31. The thirteen-week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "third quarter of fiscal year 2023" and the "third quarter of fiscal year 2022," respectively. The thirty-nine week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "thirty-nine weeks ended October 28, 2023" and the "thirty-nine weeks ended October 29, 2022," respectively. Operating results for the thirteen-week and thirty-nine week periods ended October 28, 2023 are not necessarily indicative of the results that may be expected for the 53-week fiscal year ending February 3, 2024. (c) Recent Accounting Pronouncements and Policies The Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2022. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

Revenue Recognition

9 Months Ended

Oct. 28, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

(a) Performance Obligations

Net sales

The following table summarizes the Company’s point-of-sale transactions at clubs and gas stations, excluding sales tax, as a percentage of both net sales and total revenues:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Point-of-sale transactions, excluding sales tax, as a percent of net sales	92	%	92	%	91	%	92	%
Point-of-sale transactions, excluding sales tax, as a percent of total revenues	90	%	90	%	89	%	90	%

Rewards programs

Membership

Gift Card Programs

(b) Contract Balances

The following table summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers:


	October 28, 2023		January 28, 2023		October 29, 2022
Current:
Rewards programs:
Earned award dollars	$	46,816	$	34,676	$	44,490
Royalty revenue	5,454		17,877		23,255
Co-brand marketing & integration	3,996		6,960		—
Total rewards programs	56,266		59,513		67,745
Membership	193,879		183,692		178,297
Gift card programs	13,644		14,092		12,080
Long-term:
Rewards programs:
Co-brand marketing & integration	7,147		11,895		—
Total deferred revenue	$	270,936	$	269,192	$	258,122

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of January 28, 2023:


	Thirty-Nine Weeks Ended
	October 28, 2023
Rewards programs:
Earned award dollars	$	34,676
Royalty revenue	17,877
Co-brand marketing & integration	7,467
Total rewards programs	60,020
Membership	174,678
Gift card programs	4,765
Total revenue	$	239,463

(d) Disaggregation of Revenue

The following table summarizes the Company’s percentage of net sales disaggregated by category:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Grocery	70	%	70	%	71	%	67	%
General Merchandise and Services	10	%	10	%	10	%	11	%
Gasoline and Other	20	%	20	%	19	%	22	%

Debt and Credit Arrangements

9 Months Ended

Oct. 28, 2023

Debt Disclosure [Abstract]

Debt and Credit Arrangements

The following table summarizes the Company’s debt (in thousands):


	October 28, 2023		January 28, 2023		October 29, 2022
ABL Revolving Facility	$	434,000	$	405,000	$	295,000
First Lien Term Loan	400,000		450,000		601,920
Unamortized original issue discount and debt issuance costs	(1,645)		(2,120)		(1,797)
Less: Short-term debt	(434,000)		(405,000)		(295,000)
Long-term debt	$	398,355	$	447,880	$	600,123

ABL Revolving Facility

First Lien Term Loan

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Oct. 28, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material loss to the condensed consolidated financial statements.

Stock Incentive Plans

9 Months Ended

Oct. 28, 2023

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans

The following table summarizes the Company’s stock award activity during the thirty-nine weeks ended October 28, 2023 (shares in thousands):


	Stock Options			Restricted Stock			Restricted Stock Units			Performance Stock
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value
Outstanding, January 28, 2023	1,788	$	20.35	750	$	50.10	24	$	58.61	854	$	45.70
Granted (a)	—	—		329	75.85		22	62.13		503	76.07
Forfeited/canceled	—	—		(52)	64.62		(5)	58.61		(40)	58.81
Exercised/vested	(126)	18.78		(409)	43.03		(19)	58.61		(640)	24.35
Outstanding, October 28, 2023	1,662	$	20.47	618	$	67.28	22	$	62.13	677	$	58.84

Treasury Shares and Share Repurchase Program	9 Months Ended
Treasury Shares and Share Repurchase Program	Oct. 28, 2023
Equity [Abstract]
Treasury Shares and Share Repurchase Program	Treasury Shares and Share Repurchase Program Treasury Shares Acquired on Restricted Stock and Performance Stock Awards The Company acquired 11,052 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended October 28, 2023, which was recorded as $0.8 million of treasury stock. The Company acquired 24,885 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended October 29, 2022, which was recorded as $1.9 million of treasury stock. The Company acquired 370,879 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirty-nine weeks ended October 28, 2023, which was recorded as $28.1 million of treasury stock. The Company acquired 260,730 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the thirty-nine weeks ended October 29, 2022, which was recorded as $17.8 million of treasury stock. Share Repurchase Program On November 16, 2021, the Company's board of directors approved a share repurchase program (the "2021 Repurchase Program") that allows the Company to repurchase up to $500.0 million of its outstanding common stock from time to time as market conditions warrant. The 2021 Repurchase Program expires in January 2025. The Company initiated the 2021 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value. The Company repurchased 242,000 shares for $17.1 million and 684,819 shares for $50.1 million during the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. The Company repurchased 1,161,162 shares for $77.0 million and 1,608,325 shares for $108.7 million during the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred. As of October 28, 2023, $241.9 million remained available to purchase under the 2021 Repurchase Program.

Income Taxes	9 Months Ended
Income Taxes	Oct. 28, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company projects the estimated annual effective tax rate for fiscal year 2023 to be 28.2%, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, settlements of tax audits and changes in uncertain tax positions, among others. The Company’s effective income tax rate from continuing operations was 28.1% and 26.8% for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the Company's effective tax rate from continuing operations was and 29.7% and 25.1%, respectively. The increase for both comparative periods was primarily driven by lower tax benefits from stock-based compensation. The increase for the first nine months of fiscal 2023 was also due to an immaterial adjustment to certain deferred tax assets related to prior periods. The Company is subject to taxation in the U.S. federal and various state taxing jurisdictions. The Company’s tax years from 2018 forward remain open and subject to examination by the Internal Revenue Service and various state taxing authorities.

Fair Value Measurements

9 Months Ended

Oct. 28, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Financial Assets and Liabilities

The gross carrying amount and fair value of the Company’s debt at October 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	434,000	$	434,000
First Lien Term Loan	400,000		400,252
Total Debt	$	834,000	$	834,252

The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	405,000	$	405,000
First Lien Term Loan	450,000		450,482
Total Debt	$	855,000	$	855,482

The gross carrying amount and fair value of the Company’s debt at October 29, 2022 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	295,000	$	295,000
First Lien Term Loan	601,920		601,920
Total Debt	$	896,920	$	896,920

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis.

Earnings Per Share

9 Months Ended

Oct. 28, 2023

Earnings Per Share [Abstract]

Earnings Per Share


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted-average shares of common stock outstanding, used for basic computation	133,069	134,091	133,232	134,225

Plus: Incremental shares of potentially dilutive securities	1,915	2,530	2,106	2,405
Weighted-average shares of common stock and dilutive potential shares of common stock outstanding	134,984	136,621	135,338	136,630

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 28, 2023

October 29, 2022

October 28, 2023

October 29, 2022

Stock-based awards

203

—

207

100

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 28, 2023	Jul. 29, 2023	Apr. 29, 2023	Oct. 29, 2022	Jul. 30, 2022	Apr. 30, 2022	Oct. 28, 2023	Oct. 29, 2022
Pay vs Performance Disclosure
Net income	$ 130,467	$ 131,325	$ 116,077	$ 129,942	$ 141,007	$ 112,450	$ 377,869	$ 383,396

Insider Trading Arrangements - shares	3 Months Ended		9 Months Ended
Insider Trading Arrangements - shares	Oct. 28, 2023	Jul. 29, 2023	Oct. 28, 2023
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Paul Cichocki [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement			On August 31, 2023, Mr. Paul Cichocki, executive vice president, chief commercial officer of the company, adopted a trading arrangement with respect to the sale of securities of the company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”). Mr. Cichocki’s Rule 10b5-1 Trading Plan, which has a term of six months, provides for the sale of up to 179,497 shares of common stock pursuant to the terms of the plan.
Name	Mr. Paul Cichocki
Title	executive vice president, chief commercial officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 31, 2023
Arrangement Duration	6 months
Aggregate Available	179,497		179,497
Joseph McGrail [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement			On September 11, 2023, Mr. Joseph McGrail, senior vice president, controller of the company, adopted a Rule 10b5-1 Trading Plan. Mr. McGrail’s Rule 10b5-1 Trading Plan, which has a term of six months, provides for the sale of up to 1,000 shares of common stock pursuant to the terms of the plan.
Name	Mr. Joseph McGrail
Title	senior vice president, controller of the company
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 11, 2023
Arrangement Duration	6 months
Aggregate Available	1,000		1,000
Graham Luce [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement			On September 21, 2023, Mr. Graham Luce, executive vice president, secretary of the company, adopted a Rule 10b5-1 Trading Plan. Mr. Luce’s Rule 10b5-1 Trading Plan, which has a term of three months, provides for the sale of up to 7,479 shares of common stock pursuant to the terms of the plan.
Name	Mr. Graham Luce
Title	executive vice president, secretary of the company
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 21, 2023
Arrangement Duration	3 months
Aggregate Available	7,479		7,479
Laura Felice [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement			Our Quarterly Report on Form 10-Q for the quarter ended July 29, 2023 contained an immaterial clerical error with regard to the number of shares covered by Laura Felice’s Rule 10b5-1 Trading Plan which was adopted on July 12, 2023 and has a term of 11 months. The Rule 10b5-1 Trading Plan provides for the sale of up to 65,727 shares of common stock pursuant to the terms of the plan.
Name		Laura Felice
Aggregate Available		65,727

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Oct. 28, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim financial statements of BJ’s Wholesale Club Holdings, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP. The condensed consolidated balance sheet as of January 28, 2023 is derived from the audited consolidated balance sheet as of that date. The Company’s business, as is common with the business of retailers generally, is subject to seasonal influences. The Company’s sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year 2022, as filed with the Securities and Exchange Commission on March 16, 2023.
Fiscal Year	Fiscal YearThe Company follows the National Retail Federation’s fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31. The thirteen-week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "third quarter of fiscal year 2023" and the "third quarter of fiscal year 2022," respectively. The thirty-nine week periods ended October 28, 2023 and October 29, 2022 are referred to herein as the "thirty-nine weeks ended October 28, 2023" and the "thirty-nine weeks ended October 29, 2022," respectively. Operating results for the thirteen-week and thirty-nine week periods ended October 28, 2023 are not necessarily indicative of the results that may be expected for the 53-week fiscal year ending February 3, 2024.
Recent Accounting Pronouncements and Policies	Recent Accounting Pronouncements and PoliciesThe Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2022. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

Revenue Recognition (Tables)

9 Months Ended

Oct. 28, 2023

Revenue from Contract with Customer [Abstract]

Point of Sale Transactions as a Percentage of Net Sales and Total Revenues

The following table summarizes the Company’s point-of-sale transactions at clubs and gas stations, excluding sales tax, as a percentage of both net sales and total revenues:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Point-of-sale transactions, excluding sales tax, as a percent of net sales	92	%	92	%	91	%	92	%
Point-of-sale transactions, excluding sales tax, as a percent of total revenues	90	%	90	%	89	%	90	%

Deferred Revenue Related to Outstanding Performance Obligations and Revenue Recognized

The following table summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers:


	October 28, 2023		January 28, 2023		October 29, 2022
Current:
Rewards programs:
Earned award dollars	$	46,816	$	34,676	$	44,490
Royalty revenue	5,454		17,877		23,255
Co-brand marketing & integration	3,996		6,960		—
Total rewards programs	56,266		59,513		67,745
Membership	193,879		183,692		178,297
Gift card programs	13,644		14,092		12,080
Long-term:
Rewards programs:
Co-brand marketing & integration	7,147		11,895		—
Total deferred revenue	$	270,936	$	269,192	$	258,122

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of January 28, 2023:


	Thirty-Nine Weeks Ended
	October 28, 2023
Rewards programs:
Earned award dollars	$	34,676
Royalty revenue	17,877
Co-brand marketing & integration	7,467
Total rewards programs	60,020
Membership	174,678
Gift card programs	4,765
Total revenue	$	239,463

Summary of Disaggregation of Revenue

The following table summarizes the Company’s percentage of net sales disaggregated by category:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Grocery	70	%	70	%	71	%	67	%
General Merchandise and Services	10	%	10	%	10	%	11	%
Gasoline and Other	20	%	20	%	19	%	22	%

Debt and Credit Arrangements (Tables)

9 Months Ended

Oct. 28, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes the Company’s debt (in thousands):


	October 28, 2023		January 28, 2023		October 29, 2022
ABL Revolving Facility	$	434,000	$	405,000	$	295,000
First Lien Term Loan	400,000		450,000		601,920
Unamortized original issue discount and debt issuance costs	(1,645)		(2,120)		(1,797)
Less: Short-term debt	(434,000)		(405,000)		(295,000)
Long-term debt	$	398,355	$	447,880	$	600,123

Stock Incentive Plans (Tables)

9 Months Ended

Oct. 28, 2023

Share-Based Payment Arrangement [Abstract]

Stock Award Activity

The following table summarizes the Company’s stock award activity during the thirty-nine weeks ended October 28, 2023 (shares in thousands):


	Stock Options			Restricted Stock			Restricted Stock Units			Performance Stock
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value
Outstanding, January 28, 2023	1,788	$	20.35	750	$	50.10	24	$	58.61	854	$	45.70
Granted (a)	—	—		329	75.85		22	62.13		503	76.07
Forfeited/canceled	—	—		(52)	64.62		(5)	58.61		(40)	58.81
Exercised/vested	(126)	18.78		(409)	43.03		(19)	58.61		(640)	24.35
Outstanding, October 28, 2023	1,662	$	20.47	618	$	67.28	22	$	62.13	677	$	58.84

Fair Value Measurements (Tables)

9 Months Ended

Oct. 28, 2023

Fair Value Disclosures [Abstract]

Gross Carrying Amount and Fair Value of Debt

The gross carrying amount and fair value of the Company’s debt at October 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	434,000	$	434,000
First Lien Term Loan	400,000		400,252
Total Debt	$	834,000	$	834,252

The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	405,000	$	405,000
First Lien Term Loan	450,000		450,482
Total Debt	$	855,000	$	855,482

The gross carrying amount and fair value of the Company’s debt at October 29, 2022 are as follows (in thousands):


	Carrying Amount		Fair Value
ABL Revolving Facility	$	295,000	$	295,000
First Lien Term Loan	601,920		601,920
Total Debt	$	896,920	$	896,920

Earnings Per Share (Tables)

9 Months Ended

Oct. 28, 2023

Earnings Per Share [Abstract]

Basic and Diluted Weighted-average Shares of Common Stock Outstanding


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted-average shares of common stock outstanding, used for basic computation	133,069	134,091	133,232	134,225

Plus: Incremental shares of potentially dilutive securities	1,915	2,530	2,106	2,405
Weighted-average shares of common stock and dilutive potential shares of common stock outstanding	134,984	136,621	135,338	136,630

Anti-dilutive Restricted Shares and Stock Options

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 28, 2023

October 29, 2022

October 28, 2023

October 29, 2022

Stock-based awards

203

—

207

100

Description of Business (Details)	Oct. 28, 2023 gas_station state store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| store	238
Number of gas stations \| gas_station	169
Number of states in which entity operates \| state	20

Revenue Recognition - Point of Sale Transactions as a Percentage of Net Sales and Total Revenue (Details) - Revenue from Rights Concentration Risk - Point Of Sale Transaction	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Net Sales
Concentration Risk [Line Items]
Concentration risk percentage	92.00%	92.00%	91.00%	92.00%
Total Revenue
Concentration Risk [Line Items]
Concentration risk percentage	90.00%	90.00%	89.00%	90.00%

Revenue Recognition - Narrative (Details)	3 Months Ended	9 Months Ended	12 Months Ended
Revenue Recognition - Narrative (Details)	Apr. 29, 2023 USD ($) $ / gal	Oct. 28, 2023	Jan. 28, 2023 USD ($) $ / gal
Membership
Revenue, Major Customer [Line Items]
Percentage of cash back earned			2.00%
Maximum annual cash back amount \| $			$ 500
Discount on gasoline (in USD per gallon) \| $ / gal	0.05
Cash back in the form of electronic awards issued \| $	$ 10		$ 10
Cash back, expiration period			6 months
Membership fee term		12 months
Credit card program
Revenue, Major Customer [Line Items]
Percentage of cash back earned	5.00%
Discount on gasoline (in USD per gallon) \| $ / gal	0.15		0.10
Percentage of cash back earned, eligible purchases			5.00%
Percentage of cash back earned, outside purchases			2.00%

Revenue Recognition - Deferred Revenue Relating to Outstanding Performance Obligations (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 270,936	$ 269,192	$ 258,122
Total rewards programs
Disaggregation of Revenue [Line Items]
Deferred revenue, current	56,266	59,513	67,745
Earned award dollars
Disaggregation of Revenue [Line Items]
Deferred revenue, current	46,816	34,676	44,490
Royalty revenue
Disaggregation of Revenue [Line Items]
Deferred revenue, current	5,454	17,877	23,255
Co-brand marketing & integration
Disaggregation of Revenue [Line Items]
Deferred revenue, current	3,996	6,960	0
Deferred revenue, non-current	7,147	11,895	0
Membership
Disaggregation of Revenue [Line Items]
Deferred revenue, current	193,879	183,692	178,297
Gift card programs
Disaggregation of Revenue [Line Items]
Deferred revenue, current	$ 13,644	$ 14,092	$ 12,080

Revenue Recognition - Revenue Recognized (Details) $ in Thousands	9 Months Ended
	Oct. 28, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue	$ 239,463
Total rewards programs
Disaggregation of Revenue [Line Items]
Total revenue	60,020
Earned award dollars
Disaggregation of Revenue [Line Items]
Total revenue	34,676
Royalty revenue
Disaggregation of Revenue [Line Items]
Total revenue	17,877
Co-brand marketing & integration
Disaggregation of Revenue [Line Items]
Total revenue	7,467
Membership
Disaggregation of Revenue [Line Items]
Total revenue	174,678
Gift card programs
Disaggregation of Revenue [Line Items]
Total revenue	$ 4,765

Revenue Recognition - Percentage of Net Sales Disaggregated by Category (Details)	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Grocery
Disaggregation of Revenue [Line Items]
Net sales percentage	70.00%	70.00%	71.00%	67.00%
General Merchandise and Services
Disaggregation of Revenue [Line Items]
Net sales percentage	10.00%	10.00%	10.00%	11.00%
Gasoline and Other
Disaggregation of Revenue [Line Items]
Net sales percentage	20.00%	20.00%	19.00%	22.00%

Debt and Credit Arrangements - Debt Components (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Carrying Amount	$ 834,000	$ 855,000	$ 896,920
Unamortized original issue discount and debt issuance costs	(1,645)	(2,120)	(1,797)
Less: Short-term debt	(434,000)	(405,000)	(295,000)
Long-term debt	398,355	447,880	600,123
ABL Revolving Facility
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Carrying Amount	434,000	405,000	295,000
First Lien Term Loan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Carrying Amount	$ 400,000	$ 450,000	$ 601,920

Debt and Credit Arrangements - Narrative (Details) $ in Thousands				3 Months Ended	9 Months Ended
	Oct. 12, 2023 USD ($)	Oct. 11, 2023	Jul. 28, 2022 USD ($)	Oct. 28, 2023 USD ($)	Oct. 28, 2023 USD ($)	Oct. 29, 2022 USD ($)	Jan. 28, 2023 USD ($)	Jan. 05, 2023
Debt Instrument [Line Items]
Amount outstanding				$ 834,000	$ 834,000	$ 896,920	$ 855,000
Amortization of debt issuance costs and accretion of original issue discount					900	2,282
Debt issuance costs and original issue discount				1,645	1,645	1,797	2,120
ABL Revolving Facility
Debt Instrument [Line Items]
Amount outstanding				434,000	434,000	295,000	405,000
First Lien Term Loan
Debt Instrument [Line Items]
Amount outstanding				400,000	400,000	601,920	450,000
Revolving Credit Facility \| ABL Revolving Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 1,200,000
Commitment fee percentage			0.20%
Amount outstanding				$ 434,000	$ 434,000
Interest rate at end of period				6.43%	6.43%
Unused capacity				$ 753,700	$ 753,700
Revolving Credit Facility \| ABL Revolving Facility \| Term One
Debt Instrument [Line Items]
Term of borrowing			1 month
Revolving Credit Facility \| ABL Revolving Facility \| Term Two
Debt Instrument [Line Items]
Term of borrowing			3 months
Revolving Credit Facility \| ABL Revolving Facility \| Term Three
Debt Instrument [Line Items]
Term of borrowing			6 months
Revolving Credit Facility \| ABL Revolving Facility \| Term Four
Debt Instrument [Line Items]
Term of borrowing			12 months
Revolving Credit Facility \| ABL Revolving Facility \| Minimum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Revolving Credit Facility \| ABL Revolving Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.00%
Revolving Credit Facility \| ABL Revolving Facility \| Maximum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.25%
Revolving Credit Facility \| ABL Revolving Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.25%
Letter of Credit \| ABL Revolving Facility
Debt Instrument [Line Items]
Amount outstanding				12,300	12,300
Term Loan \| First Lien Term Loan \| Line of Credit
Debt Instrument [Line Items]
Amount outstanding				400,000	$ 400,000	$ 601,900	$ 450,000
Net leverage ratio								0.0350
Fees associated with refinancing	$ 1,700
Amortization of debt issuance costs and accretion of original issue discount	1,400
Third-party fees	400
Debt issuance costs and original issue discount	$ 1,300
Repayments of debt				$ 50,000
Effective interest rate				7.35%	7.35%	5.35%	7.11%
Term Loan \| First Lien Term Loan \| Line of Credit \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%	2.75%

Stock Incentive Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022	Jun. 14, 2018	Jun. 13, 2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 9.4	$ 9.5	$ 29.0	$ 28.0
The 2018 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized for issuance (in shares)						13,148,058
The 2011 Plan and 2012 Director Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance (in shares)						985,369
Shares available for future issuance (in shares)	4,932,865		4,932,865
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance (in shares)	2,463,889		2,463,889
Stock-based compensation expense	$ 0.4	$ 0.3	$ 1.1	$ 0.8
Shares reserved for issuance (in shares)					973,014
Shares reserved for issuance, annual increase (in shares)					486,507
Shares reserved for issuance, annual increase percentage					0.50%

Stock Incentive Plans - Stock Award Activity (Details) shares in Thousands	9 Months Ended
	Oct. 28, 2023 $ / shares shares
Stock Options
Shares
Outstanding (in shares) \| shares	1,788
Granted (in shares) \| shares	0
Forfeited/canceled (in shares) \| shares	0
Exercised/vested (in shares) \| shares	(126)
Outstanding (in shares) \| shares	1,662
Weighted- Average Exercise Price
Outstanding (in USD per share) \| $ / shares	$ 20.35
Granted (in USD per share) \| $ / shares	0
Forfeited/canceled (in USD per share) \| $ / shares	0
Exercised/vested (in USD per share) \| $ / shares	18.78
Outstanding (in USD per share) \| $ / shares	$ 20.47
Restricted Stock
Shares
Outstanding (in shares) \| shares	750
Granted (in shares) \| shares	329
Forfeited/canceled (in shares) \| shares	(52)
Exercised/vested (in shares) \| shares	(409)
Outstanding (in shares) \| shares	618
Weighted- Average Grant Date Fair Value
Outstanding (in USD per share) \| $ / shares	$ 50.10
Granted (in USD per share) \| $ / shares	75.85
Forfeited/canceled (in USD per share) \| $ / shares	64.62
Exercised/vested (in USD per share) \| $ / shares	43.03
Outstanding (in USD per share) \| $ / shares	$ 67.28
Restricted Stock Units (RSUs) [Member]
Shares
Outstanding (in shares) \| shares	24
Granted (in shares) \| shares	22
Forfeited/canceled (in shares) \| shares	(5)
Exercised/vested (in shares) \| shares	(19)
Outstanding (in shares) \| shares	22
Weighted- Average Grant Date Fair Value
Outstanding (in USD per share) \| $ / shares	$ 58.61
Granted (in USD per share) \| $ / shares	62.13
Forfeited/canceled (in USD per share) \| $ / shares	58.61
Exercised/vested (in USD per share) \| $ / shares	58.61
Outstanding (in USD per share) \| $ / shares	$ 62.13
Performance Stock
Shares
Outstanding (in shares) \| shares	854
Granted (in shares) \| shares	503
Forfeited/canceled (in shares) \| shares	(40)
Exercised/vested (in shares) \| shares	(640)
Outstanding (in shares) \| shares	677
Weighted- Average Grant Date Fair Value
Outstanding (in USD per share) \| $ / shares	$ 45.70
Granted (in USD per share) \| $ / shares	76.07
Forfeited/canceled (in USD per share) \| $ / shares	58.81
Exercised/vested (in USD per share) \| $ / shares	24.35
Outstanding (in USD per share) \| $ / shares	$ 58.84
Performance Stock, Vested at Greater than 100% of Target
Shares
Granted (in shares) \| shares	320
Weighted- Average Grant Date Fair Value
Granted (in USD per share) \| $ / shares	$ 24.35
Performance target (greater than)	100.00%

Treasury Shares and Share Repurchase Program (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 28, 2023	Jul. 29, 2023	Apr. 29, 2023	Oct. 29, 2022	Jul. 30, 2022	Apr. 30, 2022	Oct. 28, 2023	Oct. 29, 2022	Nov. 16, 2021
Equity [Abstract]
Shares reacquired to satisfy tax withholding obligations (in shares)	11,052			24,885			370,879	260,730
Shares reacquired to satisfy tax withholding obligations	$ 800			$ 1,900			$ 28,100	$ 17,800
Equity, Class of Treasury Stock [Line Items]
Shares repurchased	$ 17,873	$ 44,902	$ 42,369	$ 51,965	$ 23,188	$ 51,342
2021 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Share repurchase program, amount authorized									$ 500,000
Shares repurchased (in shares)	242,000			684,819			1,161,162	1,608,325
Shares repurchased	$ 17,100			$ 50,100			$ 77,000	$ 108,700
Share repurchase program, amount remaining available	$ 241,900						$ 241,900

Income Taxes (Details)	3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes (Details)	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022	Feb. 03, 2024
Income Tax Contingency [Line Items]
Effective tax rate	28.10%	26.80%	29.70%	25.10%
Forecast
Income Tax Contingency [Line Items]
Effective tax rate					28.20%

Fair Value Measurements (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 834,000	$ 855,000	$ 896,920
Fair Value	834,252	855,482	896,920
ABL Revolving Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	434,000	405,000	295,000
Fair Value	434,000	405,000
ABL Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount			295,000
Fair Value			295,000
First Lien Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	400,000	450,000	601,920
Fair Value	$ 400,252	$ 450,482	$ 601,920

Earnings Per Share - Basic and Diluted Weighted-Average Shares of Common Stock Outstanding (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Earnings Per Share [Abstract]
Weighted-average shares of common stock outstanding, used for basic computation (in shares)	133,069	134,091	133,232	134,225
Plus: Incremental shares of potentially dilutive securities:
Plus: Incremental shares of potentially dilutive securities (in shares)	1,915	2,530	2,106	2,405
Weighted-average shares of common stock and dilutive potential shares of common stock outstanding (in shares)	134,984	136,621	135,338	136,630

Earnings Per Share - Anti-Dilutive Restricted Shares and Stock Options (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Stock-based awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	203	0	207	100