UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For Quarter Ended ~~April~~July 30, 2011

Commission file number 001-13143

BJ’S WHOLESALE CLUB, INC.

(Exact name of Registrant as specified in its charter)


DELAWARE		04-3360747
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25 Research Drive Westborough, Massachusetts		01581
(Address of principal executive offices)		(Zip Code)

(774) 512-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨.

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

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

The number of shares of the Registrant’s common stock outstanding as of ~~May~~August 2019, 2011: 54,~~677~~940,~~275~~103

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands except Per Share Amounts)

(Unaudited)

	Thirteen Weeks Ended
	April 30, 2011			May 1, 2010
	July 30,2011			July 31,2010
	(Dollars in Thousands except Per Share Amounts)
Net sales	$	2,984,726		$	2,689,005
Net sales	$	2,769,270		$	2,516,376
Membership fees		51,824			47,503
Membership fees		50,440			46,393
Other revenues		11,865			11,819
Other revenues		9,264			9,049
Total revenues		3,048,415			2,748,327
Total revenues		2,828,974			2,571,818
Cost of sales, including buying and occupancy costs		2,719,533			2,450,900
Cost of sales, including buying and occupancy costs		2,535,080			2,298,155
Selling, general and administrative expenses		250,837			232,736
Selling, general and administrative expenses		236,911			226,179
Preopening expenses		333			2,970
Preopening expenses		10			1,954
Operating income		77,712			61,721
Operating income		56,973			45,530
Interest expense, net		(388	)		(372	)
Interest expense, net		(395	)		(227	)
Income from continuing operations before income taxes		77,324			61,349
Income from continuing operations before income taxes		56,578			45,303
Provision for income taxes		31,043			24,710
Provision for income taxes		22,373			18,439
Income from continuing operations		46,281			36,639
Income from continuing operations		34,205			26,864
Loss from discontinued operations, net of income tax benefit of $390 and $587, respectively		(568	)		(859	)
Loss from discontinued operations, net of income tax benefit of $370 and $533		(539	)		(775	)
Net income	$	45,713		$	35,780
Net income	$	33,666		$	26,089
Basic earnings per share:
Income from continuing operations	$	0.6486		$	0.5270
Loss from discontinued operations		(0.01	)		(0.02	)
Net income	$	0.6385		$	0.5068
Diluted earnings per share:
Income from continuing operations	$	0.6385		$	0.5068
Loss from discontinued operations		(0.01	)		(0.01	)
Net income	$	0.6284		$	0.4967
Number of common shares for earnings per share computations:
Basic		53,~~099~~482,~~545~~324			5152,~~984~~684,~~549~~819
Diluted		54,~~051~~195,~~861~~680			53,~~311~~673,~~957~~063

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

- 1 -

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands except Per Share Amounts)

(Unaudited)


	Twenty-Six Weeks Ended
	July 30, 2011			July 31, 2010

Net sales	$	5,753,996		$	5,205,381
Membership fees		102,264			93,896
Other revenues		21,129			20,868

Total revenues		5,877,389			5,320,145
Cost of sales, including buying and occupancy costs		5,254,613			4,749,055
Selling, general and administrative expenses		487,748			458,915
Preopening expenses		343			4,924

Operating income		134,685			107,251
Interest expense, net		(783	)		(599	)

Income from continuing operations before income taxes		133,902			106,652
Provision for income taxes		53,416			43,149

Income from continuing operations		80,486			63,503
Loss from discontinued operations, net of income tax benefit of $760 and $1,120, respectively		(1,107	)		(1,634	)

Net income	$	79,379		$	61,869


Basic earnings per share:
Income from continuing operations	$	1.51		$	1.21
Loss from discontinued operations		(0.02	)		(0.03	)

Net income	$	1.49		$	1.18


Diluted earnings per share:
Income from continuing operations	$	1.49		$	1.19
Loss from discontinued operations		(0.02	)		(0.03	)

Net income	$	1.47		$	1.16


Number of common shares for earnings per share computations:
Basic		53,290,934			52,334,684
Diluted		54,124,056			53,519,954

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

- 2 -

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

	April 30,2011			January 29,2011			May 1,2010
	July 30,2011			January 29,2011			July 31,2010
	(Dollars in Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	~~206~~286,~~686~~026		$	101,350		$	6385,~~647~~065
Accounts receivable, net		~~152~~148,~~307~~227			140,195			~~131~~132,~~868~~114
Merchandise inventories		~~988~~969,~~224~~448			981,576			~~932~~924,~~623~~226
Current deferred income taxes		1817,~~717~~169			20,265			1716,~~577~~902
Prepaid expenses		4644,~~810~~354			39,119			3634,~~569~~660
Prepaid taxes		~~3,205~~—			9,707			—
Total current assets		1,~~415~~465,~~949~~224			1,292,212			1,~~182~~192,~~284~~967
Property at cost:
Land and buildings		~~722~~731,~~956~~781			723,592			~~703~~715,~~808~~698
Leasehold costs and improvements		~~229~~233,~~630~~000			226,836			~~231~~233,~~255~~249
Furniture, fixtures and equipment		~~642~~648,~~265~~342			626,040			~~623~~649,~~527~~473
		1,594,851			1,576,468			1,558,590
		1,613,123			1,576,468			1,598,420
Less: accumulated depreciation and amortization		~~(604~~613,~~670~~382	)		(571,421	)		~~(592~~620,~~147~~431	)
		990,181			1,005,047			966,443
		999,741			1,005,047			977,989
Deferred income taxes		—			—			1110,~~106~~185
Other assets		2322,~~679~~914			24,416			2625,~~084~~363
Total assets	$	2,~~429~~487,~~809~~879		$	2,321,675		$	2,~~185~~206,~~917~~504
LIABILITIES
Current liabilities:
Current installments of long-term debt	$	~~381~~220		$	540		$	~~619~~630
Accounts payable		~~736~~709,~~306~~293			655,084			~~685~~660,~~639~~281
Accrued expenses and other current liabilities		~~294~~322,~~713~~275			314,617			~~281~~293,~~217~~207
Accrued federal and state income taxes		—1,713			—			~~13,453~~53
Closed store obligations due within one year		76,~~265~~677			16,772			1,~~725~~664
Total current liabilities		1,~~038~~040,~~665~~178			987,013			~~982~~955,~~653~~835
Long-term debt, less portion due within one year		—			—			~~381~~220
Noncurrent closed store obligations		28,~~942~~787			29,922			7,~~967~~620
Deferred income taxes		1723,~~212~~332			10,304			—
Other noncurrent liabilities		~~153~~157,~~900~~810			150,127			~~137~~140,~~643~~393
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, par value $.01, authorized 20,000,000 shares, no shares issued		—			—			—
Preferred stock, par value $0.01, authorized 20,000,000 shares, no shares issued		—			—			—
Common stock, par value $.01, authorized 180,000,000 shares, issued 74,410,190 shares		744			744			744
Common stock, par value $0.01, authorized 180,000,000 shares, issued 74,410,190 shares		744			744			744
Additional paid-in capital		~~248~~254,~~044~~476			242,536			~~229~~235,~~806~~699
Retained earnings		1,~~569~~604,~~669~~060			1,536,435			1,~~481~~498,~~242~~053
Accumulated other comprehensive income (loss)		458			458			(773	)
Treasury stock, at cost, 19,732,915, 19,986,108 and 20,599,537 shares		(627,825	)		(635,864	)		(653,746	)
Treasury stock, at cost, 19,468,675, 19,986,108 and 19,843,191 shares, respectively		(621,966	)		(635,864	)		(631,287	)
Total stockholders’ equity		1,~~191~~237,~~090~~772			1,144,309			1,~~057~~102,~~273~~436
Total liabilities and stockholders’ equity	$	2,~~429~~487,~~809~~879		$	2,321,675		$	2,~~185~~206,~~917~~504

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

- 3 -

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

	Thirteen Weeks Ended
	Twenty-Six Weeks Ended
	April 30,2011			May 1,2010
	July 30,2011			July 31,2010
	(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3379,~~666~~379		$	2661,~~089~~869
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for closing and impairment costs		12,~~031~~418			~~166~~2,324
Depreciation and amortization of property		3366,~~285~~940			3061,~~088~~298
(Gain) loss on property disposals		(77	)		131
Loss on property disposals		76			199
Other noncash items, net		56191			(~~642~~5	)
Stock-based compensation expense		48,~~547~~764			510,~~345~~039
Deferred income taxes		816,~~456~~124			~~331~~1,927
Excess tax benefit from stock-based awards		(~~944~~2,194	)		(~~252~~1,469	)
Increase (decrease) in cash due to changes in:
Accounts receivable		(128,~~112~~032	)		(3,~~731~~977	)
Merchandise inventories		(612,~~648~~128	)		(26,~~334~~063	)
Prepaid expenses		(75,~~691~~235	)		~~628~~2,537
Other assets		~~737~~1,502			~~(18~~703	)
Accounts payable		7856,~~283~~417			~~28,707~~311
Changes in book overdrafts		(2,~~939~~208	)		(85,~~975~~937	)
Accrued expenses		(59,~~875~~065	)		(2823,~~575~~834	)
Accrued income taxes		714,~~463~~596			(517,~~272~~473	)
Closed store obligations		(1113,~~360~~026	)		(~~419~~956	)
Other noncurrent liabilities		36,~~017~~756			69,~~568~~157
Net cash provided by operating activities		~~128~~243,~~773~~661			47102,~~835~~776
CASH FLOWS FROM INVESTING ACTIVITIES
Property additions		(3163,~~914~~109	)		(3876,~~603~~439	)
Proceeds from property disposals		85105			1643
Purchase of marketable securities		—			(~~500~~898	)
Sale of marketable securities		—			1,~~032~~159
Net cash used in investing activities		(3163,~~829~~004	)		(3876,~~055~~135	)
CASH FLOWS FROM FINANCING ACTIVITIES
Excess tax benefit from stock-based awards		~~944~~2,194			~~252~~1,469
Repayment of long-term debt		(~~159~~320	)		(~~148~~298	)
Proceeds from stock options exercised		78,~~682~~965			517,~~072~~358
Purchase of treasury stock		(756,820	)		(1018,~~061~~857	)
Net cash provided by (used in) financing activities		84,~~392~~019			(~~4,885~~328	)
Net increase in cash and cash equivalents		~~105~~184,~~336~~676			426,~~895~~313
Cash and cash equivalents at beginning of year		101,350			58,752
Cash and cash equivalents at end of period	$	~~206~~286,~~686~~026		$	6385,~~647~~065
Supplemental cash flow information:
Treasury stock issued for compensation plans	$	~~802~~12,652		$	~~317~~19,419
Treasury stock surrendered upon vesting of restricted stock	$	756,820		$	~~871~~9,667

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

- 4 -

BJ’S WHOLESALE CLUB, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in Thousands)

(Unaudited)

										Accumulated
					Additional					Other									Total
	Common Stock				Paid-in		Retained			Comprehensive			Treasury Stock						Stockholders’
	Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity
							(In Thousands)
Balance, January 30, 2010		74,410	$	744	$	224,206	$	1,455,332		$	(773	)		(20,616	)	$	(653,956	)	$	1,025,553
Net income		—		—		—		2661,~~089~~869			—			—			—			2661,~~089~~869
Issuance of common stock		—		—		~~255~~1,454		(~~179~~19,148	)		—			~~165~~1,149			536,~~251~~506			518,~~327~~812
Purchase of treasury stock		—		—		—		—			—			(~~148~~376	)		(513,~~041~~837	)		(513,~~041~~837	)
Stock compensation expense		—		—		510,~~345~~039		—			—			—			—			510,~~345~~039
Balance, May 1, 2010		74,410	$	744	$	229,806	$	1,481,242		$	(773	)		(20,599	)	$	(653,746	)	$	1,057,273
Balance, July 31, 2010		74,410	$	744	$	235,699	$	1,498,053		$	(773	)		(19,843	)	$	(631,287	)	$	1,102,436
Balance, January 29, 2011		74,410	$	744	$	242,536	$	1,536,435		$	458			(19,986	)	$	(635,864	)	$	1,144,309
Net income		—		—		—		3379,~~666~~379			—			—			—			3379,~~666~~379
Issuance of common stock		—		—		~~961~~3,176		(~~432~~11,754	)		—			~~255~~650			820,~~114~~718			812,~~643~~140
Purchase of treasury stock		—		—		—		—			—			(2133	)		(756,820	)		(756,820	)
Stock compensation expense		—		—		48,~~547~~764		—			—			—			—			48,~~547~~764
Balance, April 30, 2011		74,410	$	744	$	248,044	$	1,569,669		$	458			(19,733	)	$	(627,825	)	$	1,191,090
Balance, July 30, 2011		74,410	$	744	$	254,476	$	1,604,060		$	458			(19,469	)	$	(621,966	)	$	1,237,772

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

- 5 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

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

The interim financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

Our results for the quarter ended ~~April~~July 30, 2011 are not necessarily indicative of the results for the full fiscal year or any future period because, among other things, our business, in common with the business of retailers generally, is subject to seasonal influences. Our sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

~~During the second quarter of 2010, we identified errors in our accounting for ground leases~~2. InAgreement ~~accordance with accounting guidance provided in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of these errors on prior period reported results~~ and ~~concluded~~Plan ~~that the errors were not material to any~~ of ~~our~~Merger prior period financial statements. We also concluded that had the errors been corrected in our financial statements for the period ended July 31, 2010, the impact of such an adjustment would have been material to our financial statements for that period. As such, in accordance with accounting guidance provided in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the financial statements for the prior period presented have been revised as follows. This non-cash revision does not impact our revenues or cash flows for any prior period and does not impact our Consolidated Statement of Income for the thirteen weeks ended May 1, 2010.

	As Reported		May 1, 2010Adjustment			As Revised
Deferred income taxes	$	5,897	$	5,209		$	11,106
Total assets		2,180,708		5,209			2,185,917
Other noncurrent liabilities		124,620		13,023			137,643
Retained earnings		1,489,056		(7,814	)		1,481,242
Total stockholders’ equity		1,065,087		(7,814	)		1,057,273
Total liabilities and stockholders’ equity		2,180,708		5,209			2,185,917

On June 28, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Holding Inc. (“Buyer”) and Beacon Merger Sub Inc., a wholly-owned subsidiary of Buyer (“Transitory Subsidiary”), providing for the merger of Transitory Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Buyer. Buyer and Transitory Subsidiary are affiliates of Leonard Green & Partners, L.P. (“Leonard Green”) and CVC Capital Partners (“CVC”). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock will be canceled and converted automatically into the right to receive $51.25 in cash, without interest and less any applicable withholding taxes. The aggregate purchase price approximates $2.8 billion.

2Completion of the Merger is subject to customary closing conditions including, among others, approval by the Company’s stockholders, the absence of a Company “material adverse effect” since the date of the Merger Agreement and absence of any order or injunction prohibiting the consummation of the Merger. ~~Restructuring~~A special meeting of the Company’s stockholders is scheduled for September 9, 2011.

On January 5, 2011, the Company announced strategic actions that included closing five underperforming clubs and a reduction in force of employees in the Company’s home office and certain field operations3. ~~This~~Restructuring decision resulted from an internal strategic planning initiative focused on improving the Company’s operating performance. The five closed clubs ceased operations by the end of fiscal 2010 and all costs associated with the closing of the clubs and the operating results of the clubs were recorded as discontinued operations in our consolidated financial statements.

-On 6January 5, -2011, the Company announced strategic actions that included closing five underperforming clubs and a reduction in force of employees in the Company’s home office and certain field operations. This decision resulted from an internal strategic planning initiative focused on improving the Company’s operating performance. The five closed clubs ceased operations by the end of fiscal 2010 and all costs associated with closing the clubs and the operating results of the clubs were recorded as discontinued operations in our consolidated financial statements.

~~The~~6 home office restructuring charges consisted entirely of severance-related costs for the 110 employees terminated at the Company’s home office and distribution centers. These charges were comprised of $2.8 million related to salary, benefits and related payroll taxes, $0.4 million related to outplacement costs, partially offset by $0.4 million of non-cash credits related to the reversal of stock compensation for awards that will not vest. The related liability balance at January 29, 2011 included $1.7 million of charges, comprised of previously accrued bonus and stock compensation expense for affected individuals.

The ~~following~~home isoffice arestructuring ~~summary~~charges consisted entirely of ~~restructuring~~severance-related ~~activity~~costs for the 110 employees terminated at the Company’s home office and distribution centers. These charges included $2.8 million related to salary, benefits and related payroll taxes, $0.4 million related to outplacement costs, partially offset by $0.4 million of non-cash credits related to the reversal of stock compensation for awards that will not vest. The related liability balance ~~for~~at ~~the~~January 29, ~~first quarter~~2011 included $1.7 million of ~~2011~~charges, ~~(dollars~~composed inof ~~thousands):~~previously accrued bonus and stock compensation expense for affected individuals.

	Total severancerelated-costs
Restructuring liability at January 29, 2011	$	3,760
Reversal of liability		(250	)
Cash payments		(2,557	)
Restructuring liability at April 30, 2011	$	953

The following is a summary of restructuring activity and the related liability balance for the first six months of 2011 (dollars in thousands):

The restructuring liability is included in accrued expenses and other current liabilities on our balance sheet. The reversal of liability, due to a change in our estimated reserve, was recorded in SG&A expense in this year’s first quarter. We do not expect any material future expenses related to our home office restructuring. We expect all remaining payments for these severance obligations to be made in 2011.


	Total severance related-costs
Restructuring liability at January 29, 2011	$	3,760
Reversal of liability		(350	)
Cash payments		(3,269	)

Restructuring liability at July 30, 2011	$	141

3The restructuring liability is included in accrued expenses and other current liabilities on our balance sheet. ~~Discontinued~~The reversal ~~Operations~~of liability, due to a change in our estimated reserve, was recorded in selling, general and administrative (“SG&A”) expense. We do not expect any material future expenses related to our home office restructuring. We expect all remaining payments for these severance obligations to be made in 2011.

~~The~~4. ~~following~~Discontinued ~~tables~~Operations summarize the activity for the quarters ended April 30, 2011 and May 1, 2010 associated with our discontinued operations, which consist of closing five BJ’s clubs in 2010, both our ProFoods clubs in 2006 and three BJ’s clubs in 2002 (dollars in thousands):

	Discontinued Operations
	LiabilitiesJanuary 29,2011		Increases		Reductions			LiabilitiesApril 30,2011		CumulativeChargesTo Date, Net
BJ’s clubs - 2010	$	36,242	$	831	$	(3,640	)	$	33,433	$	42,628
ProFoods clubs		2,661		36		(48	)		2,649		22,559
BJ’s clubs - 2002		7,791		—		(7,666	)		125		28,996
Total	$	46,694	$	867	$	(11,354	)	$	36,207	$	94,183
Current portion	$	16,772						$	7,265
Long-term portion		29,922							28,942
Total	$	46,694						$	36,207
	LiabilitiesJanuary 30,2010		Increases		Reductions			LiabilitiesMay 1,2010
ProFoods clubs	$	2,952	$	40	$	(114	)	$	2,878
BJ’s clubs - 2002		7,026		93		(305	)		6,814
Total	$	9,978	$	133	$	(419	)	$	9,692
Current portion	$	1,687						$	1,725
Long-term portion		8,291							7,967
Total	$	9,978						$	9,692

The following tables summarize the activity for the six months ended July 30, 2011 and July 31, 2010 associated with our discontinued operations, which consist of closing five BJ’s clubs in 2010, both our ProFoods clubs in 2006 and three BJ’s clubs in 2002 (dollars in thousands):

- 7 -


	Discontinued Operations
	Liabilities January 29, 2011		Increases		Reductions			Liabilities July 30, 2011		Cumulative Charges To Date
BJ’s clubs - 2010	$	36,242	$	1,713	$	(5,079	)	$	32,876	$	43,510
ProFoods clubs		2,661		72		(145	)		2,588		22,595
BJ’s clubs - 2002		7,791		—		(7,791	)		—		28,996

Total	$	46,694	$	1,785	$	(13,015	)	$	35,464	$	95,101


Current portion	$	16,772						$	6,677
Long-term portion		29,922							28,787

Total	$	46,694						$	35,464


	Discontinued Operations
	Liabilities January 30, 2010		Increases		Reductions			Liabilities July 31, 2010
ProFoods clubs	$	2,952	$	79	$	(316	)	$	2,715
BJ’s clubs - 2002		7,026		183		(640	)		6,569

Total	$	9,978	$	262	$	(956	)	$	9,284


Current portion	$	1,687						$	1,664
Long-term portion		8,291							7,620

Total	$	9,978						$	9,284

2010 Closure of Five BJ’s Locations

On January 5, 2011, we announced the closing of five clubs, located in Sunrise, Florida, Charlotte, North Carolina and three clubs in the Atlanta, Georgia market. All five clubs ceased operations by January 29, 2011. The operating results of these clubs are classified as a component of discontinued operations for all periods presented. In last year’s ~~first~~second quarter, these five clubs reported total revenues of $3637.31 million and a pre-tax operating loss of $1.13 million. In last year’s first six months, these five clubs reported total revenues of $73.4 million and a pre-tax operating loss of $2.4 million. We recorded a $41.8 million charge in the fourth quarter of 2010 to close the clubs. This charge consisted of $33.5 million of lease obligation costs, net of estimated sublease income, $3.8 million of inventory dispositions, including markdowns, $2.2 million of employee termination benefits and $2.3 million of other exit costs.

The remaining reserve at ~~April~~July 30, 2011 consists of $32.45 million of lease ~~obligations~~obligation costs for our four remaining club leases and approximately $1.0.4 million of other exit costs. We expect our lease obligations will be paid over the next 14 years and we expect the other exit costs will be substantially paid over the remainder of the current year. Increases to the reserve in this year’s first ~~quarter~~six months include $01.50 million of accretion expense on the remaining lease obligations, a $0.4 million charge related to expected sublease income and a $0.3 million charge to repair insured property damage at one of the clubs. Reductions to the reserve consist primarily of lease obligation payments and payments for employee termination benefits.

Closure of ProFoods

Both ProFoods clubs were closed in the fourth quarter ended February 3, 2007. We recorded a charge of $25.7 million to close these clubs, which included lease obligation costs of $8.8 million. We have since settled one of ~~these~~the leases, and subleased the other for a portion of its remaining lease term. The reserve at ~~April~~July 30, 2011 is related to the lease obligations for the remaining club. Increases to the reserve in this year’s and last year’s first ~~quarter~~six months consist of interest accretion charges and reductions to the reserve consist of lease obligation payments.

2002 Closure of Three BJ’s Locations

On November 9, 2002, we closed both of our clubs in the Columbus, Ohio, market and a club in North Dade, Florida. We settled two of the three related leases in prior periods. In the fourth quarter of 2010 we reached an agreement to settle the last remaining lease in Dublin, Ohio for $7.6 million. In this year’s first ~~quarter~~six months we paid approximately $7.78 million for the settlement and ~~related~~ related closing charges. ~~The~~We ~~reserve~~do atnot ~~April 30,~~expect ~~2011~~any isfuture ~~for~~expenses ~~real~~related ~~estate taxes which are expected~~ to bethis ~~paid within the next six months~~settlement.

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

45. Stock Incentive Plans

We granted 25372,~~217~~445 restricted shares in this year’s ~~first~~second quarter and 10397,~~000~~662 restricted shares in ~~last~~this year’s first six months. Last year, we granted 601,909 restricted shares in the second quarter and 611,909 restricted shares in the first six months. No stock options were granted in ~~either~~any ~~period~~of these periods.

Presented below is information regarding pretax stock-based 8compensation expense for the thirteen and twenty- six weeks ended July 30, 2011 and July 31, 2010:

Pre-tax share-based compensation expense for this year’s and last year’s first quarter was recorded as follows:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	(Dollars in Thousands)				(Dollars in Thousands)
Stock option expense	$	56	$	215	$	176	$	498
Restricted stock expense		4,161		4,479		8,588		9,541

Total	$	4,217	$	4,694	$	8,764	$	10,039

	Thirteen Weeks Ended
	April 30, 2011		May 1, 2010
	(Dollars in Thousands)
Stock option expense	$	120	$	283
Restricted stock expense		4,427		5,062
Total	$	4,547	$	5,345

6. Interest

5. Interest

The components of interest expense, net were as follows:

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	April 30, 2011			May 1, 2010
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
	(Dollars in Thousands)						(Dollars in Thousands)
Interest income	$	—		$	83—		$	—		$	83
Capitalized interest		—			9630			—			126
Interest expense on debt		(~~395~~388	)		(~~406~~402	)		(783	)		(808	)
Interest expense, net	$	(~~395~~388	)	$	(~~227~~372	)	$	(783	)	$	(599	)

Interest expense on debt includes an annual commitment fee and the amortization of upfront fees on our unsecured credit agreement. ~~See~~Refer to Note 89 for further information.

6.9 ~~Earnings Per Share~~

7. Earnings Per Share

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

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	April 30, 2011		May 1, 2010
	July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
Income from continuing operations	$	3446,~~205~~281	$	2636,~~864~~639	$	80,486	$	63,503
Weighted-average number of common shares outstanding, used for basic computation		53,~~100~~482		5152,~~985~~685		53,291		52,335
Plus: Incremental shares from assumed conversion of stock options and restricted stock		~~952~~714		~~1,327~~988		833		1,185
Weighted-average number of common and dilutive potential shares outstanding		54,~~052~~196		53,~~312~~673		54,124		53,520
Basic earnings per share	$	0.6486	$	0.5270	$	1.51	$	1.21
Diluted earnings per share	$	0.6385	$	0.5068	$	1.49	$	1.19

The ~~computation~~following ofstock ~~diluted~~options ~~earnings~~and ~~per~~restricted share ~~excludes~~amounts ~~4,000~~were ~~and~~not ~~409,000~~included ~~incremental~~in ~~shares~~the ~~from~~computation ~~stock-based~~of ~~awards~~diluted inearnings ~~this~~per ~~year’s~~share ~~first~~for ~~quarter~~the ~~and~~periods ~~last~~presented ~~year’s first quarter, respectively,~~ because their effect would have been antidilutive. (amounts in thousands):

- 9 -

Thirteen Weeks Ended

Twenty-Six Weeks Ended

July 30, 2011

July 31, 2010

July 30, 2011

July 31, 2010

Antidilutive shares

118

78. Postretirement Medical Benefits

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

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	April 30, 2011		May 1, 2010
	July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	(Dollars in Thousands)				(Dollars in Thousands)
Service cost	$	194	$	207	$	388	$	414
Interest cost		102		~~121~~120		204		241
Amortization of net loss		—		10		—		20
Net periodic benefit cost	$	296	$	~~338~~337	$	592	$	675

89. Credit Facilities

We have a $200.0 million unsecured credit agreement with a group of banks which expires October 30, 2012. The agreement includes a $50.0 million sub-facility for letters of credit. We are required to pay an annual commitment fee which is currently 0.375% of the amount by which the total commitment exceeds the total outstanding balance. Interest on borrowings is payable at BJ’s option either at (a) the LIBOR rate plus a margin which is currently 2.75% or (b) a floating rate equal to a margin which is currently 1.75%, plus the highest of (i) the sum of the Federal Funds Effective Rate plus 0.50%, (ii) the agent bank’s prime rate or (iii) the one-month LIBOR rate plus 1.0%. The commitment fee, the LIBOR margin and the floating rate margin are subject to change based upon our adjusted leverage ratio as defined in the agreement.

~~The~~10 agreement contains financial covenants which require a minimum fixed charge coverage ratio and a maximum adjusted leverage ratio. We are required to comply with these covenants on a quarterly basis. Under the credit agreement, we may pay dividends or repurchase our own stock in any amount so long as we remain in compliance with all requirements under the agreement. We have no credit rating triggers that would accelerate the maturity date if borrowings were outstanding under our credit agreement. We were in compliance with the covenants and other requirements set forth in our credit agreement at April 30, 2011.

InThe ~~addition~~agreement contains financial covenants which require a minimum fixed charge coverage ratio and a maximum adjusted leverage ratio. We are required to comply with these covenants on a quarterly basis. Under the credit agreement, we ~~maintain~~may apay ~~$25.0~~dividends ~~million~~or ~~uncommitted~~repurchase ~~credit~~our ~~line~~own ~~for~~stock ~~short-term~~in ~~borrowings~~any amount so long as we remain in compliance with all requirements under the agreement. We ~~also~~have ~~maintain~~no ~~two~~credit ~~separate~~rating ~~facilities~~triggers ~~totaling~~that ~~$72.0~~would ~~million~~accelerate ~~for~~the ~~letters~~maturity ofdate if borrowings were outstanding under our credit~~, primarily~~ toagreement. ~~support~~We were in compliance with the ~~purchase~~covenants ofand ~~inventories,~~other ofrequirements ~~which~~set ~~$15.6~~forth ~~million~~in ~~was~~our ~~outstanding~~credit atagreement ~~April~~at July 30, 2011. The credit agreement terminates upon a change of control.

~~There~~In ~~were~~addition noto ~~borrowings outstanding~~the ~~under our bank~~ credit agreement, orwe ~~our~~maintain a $25.0 million uncommitted credit line atfor ~~April 30~~short-term borrowings. We also maintain two separate facilities totaling $72.0 million for letters of credit, ~~2011~~primarily to support the purchase of inventories, ~~January 29,~~ ~~2011~~of orwhich ~~May~~$27.3 million was outstanding at July 130, ~~2010~~2011.

9.There ~~Capital~~were ~~Stock~~no borrowings outstanding under our bank credit agreement or our uncommitted credit line at July 30, 2011, January 29, 2011 or July 31, 2010.

10. Capital Stock

Treasury Stock Repurchases

We did not repurchase shares during this year’s first ~~quarter~~ six months. In last year’s first ~~quarter~~six months, we repurchased 122,800 shares of our common stock for $4.2 million. As of ~~April~~July 30, 2011, our remaining repurchase authorization from ~~our~~the Board of Directors was $272.0 million.

- 10 -

Treasury Shares Acquired on Restricted Stock Awards

Upon the vesting of certain restricted stock awards, 1133,~~677~~431 shares in this year’s first ~~quarter~~six months and 25253,~~587~~088 shares in last year’s first ~~quarter~~ six months were reacquired to satisfy employees’ tax withholding obligations. In this year’s first ~~quarter~~six months, these reacquired shares were recorded as an additional $06.18 million of treasury stock and accordingly, reduced the number of common shares outstanding by 1133,~~677~~431 shares. In last year’s first ~~quarter~~six months, the reacquired shares were recorded as an additional $0.9.7 million of treasury stock and accordingly, reduced the number of common shares outstanding by 25 253,~~587~~088 shares.

Total treasury stock purchases in last year’s first ~~quarter~~six months are lower than the amount reported in the statement of cash flows by $5.0 million due to stock repurchases that had not settled at the beginning of last year.

1011. ~~Reclassification~~Commitments and Contingencies

~~Certain~~We, ~~amounts~~our directors, Buyer, Transitory Subsidiary, Leonard Green and CVC have been named as defendants in twelve putative class actions filed in the ~~prior~~Court ~~year~~of Chancery of the State of Delaware between June 29, 2011 and July 13, 2011. On July 26, 2011, these cases were consolidated into one action captioned In re BJ’s ~~financial~~Wholesale ~~statements~~Club, ~~have~~Inc. ~~been~~Shareholder ~~reclassified~~Litigation, Consolidated toC.A. ~~conform~~No. to6623-VCN, ~~current~~and ~~year~~on ~~presentation~~July 28, 2011 the plaintiffs filed a consolidated complaint. ~~Cash~~That ~~remitted~~action, topurportedly ~~taxing~~brought ~~authorities~~as a class action on behalf of ~~employees~~all ~~whose~~of ~~restricted~~our stockholders (other than the defendants), alleges that our directors ~~stock~~breached ~~awards~~their ~~vested~~fiduciary ~~and~~duties ~~who~~in ~~used~~connection ~~shares~~with the proposed merger by, among other things, failing to ~~satisfy~~fully ~~their~~inform ~~tax~~themselves ~~obligations~~of ~~has~~the ~~been~~Company’s ~~reclassified~~market ~~from~~value, anfailing ~~operating~~to ~~activity~~issue complete and accurate disclosures related to athe ~~financing~~merger, ~~activity~~failing to onmaximize stockholder value, failing to obtain the ~~Consolidated~~best ~~Statements~~financial and other terms and act in the best interest of ~~Cash~~public ~~Flows~~stockholders, and by seeking to benefit themselves improperly. WeThe ~~have~~complaint ~~also~~further ~~reclassified~~alleges ~~certain~~that ~~revenues~~the ~~from~~non-Company ~~other~~and ~~revenues~~non-director todefendants ~~net~~aided ~~sales~~and onabetted the ~~Consolidated~~directors’ ~~Statements~~purported ofbreaches. ~~Income~~The plaintiffs sought injunctive and other equitable relief, including to ~~conform~~enjoin us from consummating the merger, in addition to ~~current~~fees ~~year~~and ~~presentation~~costs. After expedited discovery in the action, we filed two Definitive Additional Proxy materials on August 29 and August 31. As a result of those filings, the plaintiffs withdrew their motion for a preliminary injunction.

-In 11addition, the Company, our directors, Buyer, Transitory Subsidiary, Leonard Green, and CVC have been named as defendants in a putative class action filed in the United States District Court for the District of Massachusetts in an action captioned Puzey v. BJ’s Wholesale Club, Inc., et al., No. 1:11-cv-11339-MWL. In addition to the allegations contained in the consolidated litigation described above, the Massachusetts action alleges that the defendants violated federal securities laws in connection with the filing of the preliminary proxy. The plaintiffs also seek injunctive and other equitable relief, including to enjoin us from consummating the merger and to impose a constructive trust, in addition to fees and costs. We filed a motion to stay the case on August 30, 2011.

The Company, the members of its board of directors and each of the other named defendants believe that the lawsuits are without merit and intend to defend each of them vigorously. The Company does not expect that these lawsuits will have a material adverse effect on its financial statements.

12. Reclassification

We have reclassified certain revenues from other revenues to net sales on the Consolidated Statements of Income to conform to current year presentation.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this document, as well as our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

We conform to the National Retail Federation’s fiscal calendar. The thirteen week periods ended ~~April~~July 30, 2011 and ~~May~~July 131, 2010 are referred to as the ~~first~~second quarter of 2011 and 2010, respectively. The twenty-six week periods ended July 30, 2011 and July 31, 2010 are referred to as the first six months of 2011 and 2010, respectively.

On June 28, 2011, the Company entered into the Merger Agreement as described in Note 2 in the Notes to Consolidated Financial Statements. Completion of the Merger would result in the Company ceasing to be publicly held. Completion of the Merger is subject to customary closing conditions including, among others, approval by the Company’s stockholders, the absence of a Company “material adverse effect” since the date of the Merger Agreement and absence of any order or injunction prohibiting the consummation of the Merger. A special meeting of the Company’s stockholders is scheduled for September 9, 2011. The Company currently anticipates completing the Merger at the end of September 2011. However, there can be no assurance that the Merger will be completed.

Comparable club sales performance is an important measure for us and for most of the retail industry. In determining comparable club sales, we include all clubs that were open for at least 13 months at the beginning of the period and were in operation for all of both periods being compared.

Key items for the ~~first~~second quarter of 2011 as compared to the ~~first~~second quarter of 2010 include the following:

• Net sales increased 1011.0% to $2.7798 billion ~~due~~, indriven ~~part,~~by to a 67.38% increase in comparable club sales (including the impact of gasoline sales).

• Merchandise comparable club sales, which exclude sales of gasoline, increased 23.48%, due primarily to strong sales of perishable foods.

• We reported 4144.46% higher gasoline sales, ~~offset by 8.6% lower gasoline gross margin,~~ due primarily to rising gasoline prices.

• ~~Excluding~~Membership ~~gasoline~~fee ~~sales,~~income onincreased a9.1%, ~~comparable~~driven ~~club~~by ~~basis,~~an ~~customer~~increased ~~count~~membership ~~increased~~fee by(effective ~~approximately~~January 2%3, ~~and~~2011), ~~the~~new ~~average~~membership ~~transaction~~sign-ups, ~~amount~~and increased bypenetration ~~approximately~~of 1%Rewards members.

• ~~Membership~~Merchandise ~~fee~~margins, ~~income~~excluding ~~increased 8.7%~~gasoline, ~~driven~~benefitted byfrom anstrong ~~increased~~sales ~~membership~~of ~~fee,~~high ~~new~~margin ~~membership~~perishables ~~sign-ups,~~ and ~~increased~~higher ~~penetration~~margin ofrates ~~Rewards~~in ~~members~~non-edible consumables.

• ~~Merchandise~~We ~~margins,~~controlled ~~excluding~~our ~~gasoline,~~expenses ~~benefitted~~and ~~from~~realized ~~strong~~savings ~~sales~~from oflast ~~high~~year’s ~~margin~~restructuring ~~perishables and favorable shrink results~~efforts.

• WeNet ~~controlled~~income ~~our~~increased ~~expenses~~27.8% ~~and~~to ~~recognized~~$45.7 ~~savings~~million, ~~from~~or ~~last~~$0.84 ~~year’s~~per ~~restructuring~~diluted ~~efforts~~share, compared to $35.8 million, or $0.67 per diluted share last year.

• ~~Net~~Cash ~~income~~provided ~~increased~~by ~~29.0%~~operating toactivities was $33243.7 million, orversus $0102.628 ~~per diluted share, compared to $26.1~~ million, orin ~~$0.49~~last ~~per~~year’s ~~diluted~~first ~~share~~six ~~last year~~months.

• ~~Cash~~The ~~provided~~Company byoperated ~~operating~~190 ~~activities~~clubs ~~was~~on ~~$128.8~~July ~~million~~30, 2011 versus ~~$47.8~~189 ~~million~~clubs inon ~~last~~July ~~year’s~~31, ~~first quarter~~2010.

•12 ~~The Company operated 190 clubs on April 30, 2011 versus 188 clubs on May 1, 2010.~~

- 12 -

Results of Operations

Thirteen Weeks ~~(First Quarter)~~ Ended ~~April~~July 30, 2011 ~~versus~~(Second Quarter) Compared to the Thirteen Weeks Ended ~~May~~July 131, 2010.

Net Sales

Net sales for the quarter ended ~~April~~July 30, 2011 increased 1011.0% to $2.77 98 billion from $2.5269 billion reported in last year’s ~~first~~second quarter. The increase was ~~due~~driven toprimarily by a 67.38% increase in comparable club sales. ~~and~~The remaining increase was due to sales from eight new clubs opened since the beginning of ~~last year’s first quarter~~2010.

The increase in comparable club sales includes a favorable impact from gasoline sales of 34.90%. Total gasoline sales in this year’s second ~~first~~ quarter were 4144.46% higher than last year’s ~~first~~second quarter due primarily to an approximate 2839% increase in the average retail price per gallon.

Comparable club sales

	ThirteenWeeks EndedApril 30, 2011
	ThirteenWeeks EndedJuly 30, 2011
Comparable club sales		67.38	%
Less: contribution from gasoline sales		34.90	%
Merchandise comparable club sales		23.48	%

Merchandise comparable club sales increased 23.48% in this year’s ~~first~~second quarter, due largely to ~~increased~~increases in sales of ~~food.~~ ~~Food~~food ~~accounted~~and ~~for approximately 68% of merchandise sales in this year’s first quarter versus 66% in last year’s first quarter~~consumables. On a comparable club basis, food sales increased by 45.31%, driven by an approximate 8.0% increase in perishable sales. ~~Departments~~ Food departments with the largest sales increase compared to last year’s ~~first~~second quarter include dairy, produce, ~~dairy, fresh~~ meat, milk, coffee, frozen foods, salty snacks, prepared foods, cookies and full service deli. On a comparable club basis, general merchandise sales ~~decreased~~increased by 1.3%. ~~Increased~~ Within general merchandise increased sales of small appliances, ~~cameras~~beauty care, ~~and~~household chemicals, summer seasonal, computer equipment ~~were~~and ~~more~~lawn ~~than~~and garden were partially offset by decreases in televisions, ~~diapers,~~toys ~~prerecorded~~and ~~video~~books. ~~and~~Food ~~seasonal~~accounted ~~departments~~for ~~including~~approximately ~~air~~67% ~~conditioners~~of merchandise sales in this year’s and ~~spring~~last ~~apparel~~year’s second quarter.

Excluding sales of gasoline, the average transaction amount on a comparable club basis increased by approximately 3% over last year’s second quarter. Price inflation, particularly in food and consumables, contributed to our increased merchandise sales inand ~~this~~our ~~year’s~~increased ~~first~~average ~~quarter~~transaction amount. In response to rising prices, we believe some members traded down to lower priced comparable products, which makes it difficult for us to estimate the exact impact of price inflation. ~~We estimate that new competition and cannibalization negatively impacted merchandise comparable club sales by approximately 2%.~~

Excluding sales of gasoline, customer count on a comparable club basis ~~increased~~was byflat ~~approximately 2%~~compared ~~over~~to last year’s ~~first~~second quarter~~, in part, due to our continued focus on our perishable food business which drives more frequent trips by our members~~. ~~The~~We ~~average~~estimate ~~transaction~~that ~~amount,~~new ~~excluding~~competition ~~gasoline,~~and ~~increased~~cannibalization bynegatively ~~approximately~~impacted ~~1%,~~merchandise ~~as the negative impact of members trading down to lower priced~~ comparable ~~products~~club ~~was~~sales ~~mitigated~~ by ~~an increase in the number of items per transaction versus last year’s first quarter~~1.6%.

- 13 -

Membership fees and Other revenues

Membership fee income was $5051.48 million in this year’s ~~first~~second quarter versus $4647.45 million in last year’s comparable period, ana 89.71% increase. The increase reflects our $5 basic membership fee increase that became effective January 3, 2011, the benefit from sign-ups at new club openings, and an increase in Rewards memberships. Rewards members represented approximately 9.1% of all members at the end of this year’s ~~first~~second quarter and generated approximately 2021% of the second quarter’s merchandise sales. At the end of last year’s ~~first~~second quarter, Rewards members represented approximately ~~6.3~~7% of all members and generated approximately 1516% of the second quarter’s merchandise sales.

Other revenues were $911.39 million in this year’s ~~first~~second quarter versus $911.08 million in last year,’s ~~a 2~~second quarter.4% ~~increase.~~Higher ~~The increase was driven by higher~~ commissions received from our third party optical services provider and increased revenues from other ancillary front end programs were offset by decreased revenues from our tire bay area.

Cost of sales, including buying and occupancy costs

Cost of sales, including buying and occupancy costs was 91.5411% of net sales in this year’s ~~first~~second quarter versus 91.3315% in last year’s ~~first~~second quarter. The ~~increase~~decrease of 21four basis points reflects lower ~~the~~buying ~~unfavorable~~and ~~mix~~occupancy ~~impact~~costs ~~from strong sales~~ of ~~low margin gasoline of~~ approximately 5625 basis points, ~~partially~~and ~~offset by~~ improved merchandise margins of approximately 2719 basis points, ~~and~~partially aoffset ~~decrease~~by inthe ~~buying~~unfavorable ~~and~~mix ~~occupancy~~impact ~~costs~~from strong sales of low margin gasoline of approximately ~~eight~~41 basis points.

Merchandise margins increased due to strong sales of high margin perishables and ~~favorable~~improved ~~shrink~~margin ~~results~~rates in non-edible consumables. As a percentage of sales, buying and occupancy costs benefitted from higher net sales and lower utilities and repairs and maintenance expenses.

Selling, general and administrative expenses

Selling, general and administrative ~~expenses~~ (“SG&A”) expenses were 8.5540% of net sales in this year’s ~~first~~second quarter versus 8.9966% in last year’s comparable period. ~~Last~~The ~~year’s~~26 ~~results~~basis ~~included~~point improvement afrom ~~$3.3~~last ~~million~~year ~~reserve~~was ~~related~~largely due to ~~home~~leveraging ~~office~~well-controlled ~~relocation~~expenses ~~costs~~over ~~which~~increased ~~negatively~~sales ~~impacted~~results. ~~SG&A~~Payroll, byprofessional 13services ~~basis~~and ~~points.~~advertising ~~The~~had ~~remaining improvement~~the ~~from~~largest ~~last~~improvements ~~year~~and ~~was~~were ~~largely~~partially ~~due~~offset toby ~~leveraging~~increases ~~costs~~in ~~over~~self-insurance ~~increased~~and bonus ~~sales results~~expense.

Total SG&A expenses increased by $1018.7 1 million, or 4.7.8%, from last year’s ~~first~~second quarter. The growth in SG&A was ~~primarily~~ driven by an increase in club payroll expense, attributable to ~~the~~a combination of new club openings and aninvestments ~~investment~~ in existing clubs to drive perishable sales; ~~increased~~an ~~medical~~increase in bonus expense, due to strong earnings results; higher payroll benefits expense, ~~and~~due ~~related~~to ~~employment~~increased ~~tax~~medical costs; ~~and~~ an increase in credit card transaction fees, partly driven by strong gasoline sales; and an increase in insurance expense due to higher self-insurance claims. These increases were partly offset by home office payroll and ~~fringe~~payroll benefits savings of approximately $2.0 million attributable to last year’s restructuring efforts. ~~Total~~Payroll ~~payroll~~ and payroll benefits ~~increased $9.1 million from the prior year and~~ accounted for 7775% of all SG&A expenses in this year’s ~~and~~second ~~last~~quarter versus 77% in last year’s ~~first~~ second quarter.

- 14 -

Preopening expenses

Preopening expenses decreased $12.96 million from last year’s ~~first~~second quarter due to the timing of new club openings versus last year. We ~~opened~~did ~~one~~not ~~club~~open any new clubs in this year’s ~~first~~second quarter but ~~essentially all~~we ofrecorded ~~its~~ preopening ~~costs~~expenses ~~were~~for ~~recognized~~three innew ~~last~~clubs ~~year’s~~that ~~fourth~~we ~~quarter.~~expect Weto ~~opened~~open ~~one new club~~ in ~~last~~the ~~year’s~~second ~~first~~half ~~quarter~~of ~~but~~the ~~also~~year. ~~recorded~~We ~~preopening~~opened ~~expenses on~~ two new clubs, ~~that~~including ~~opened~~one relocation, in ~~the~~last year’s second quarter.

Provision for income taxes

Our income tax provision was 3940.51% of pretax income from continuing operations in this year’s ~~first~~second quarter versus 40.73% in last year’s ~~first~~second quarter. This quarter’s rate includes a favorable discrete item related to an increase for a prior year tax credit which decreased our effective rate by 1.0%. ~~We expect our income tax rate, including the impact of discrete items, to be approximately 40.3~~2% ~~for the full year~~.

Loss from Discontinued Operations

Loss from discontinued operations (net of income tax benefit) was $0.56 million in this year’s ~~first~~second quarter versus $0.89 million in last year’s second ~~first~~ quarter. This year’s results include $0.34 million of post-tax accretion expense on BJ’s closed ~~club~~clubs and ProFoods’ lease obligations, and a $0.2 million of post-tax ~~expense~~charge related to ~~repair~~a ~~insured~~change ~~property~~in ~~damage~~estimate aton ~~one~~expected ofsublease income ~~our~~on ~~clubs~~these ~~closed~~lease ~~in 2010~~obligations. Last year’s results include the post-tax operating loss of the five BJ’s clubs closed in 2010 of $0.78 million and $0.1 million of post-tax accretion expense on BJ’s closed club and ProFoods’ lease obligations.

Net income

Net income increased 2927.08% to $3345.7 million, or $0.6284 per diluted share in this year’s ~~first~~second quarter, compared to $2635.18 million, or $0.4967 per diluted share in last year’s ~~first~~second quarter.

Twenty-Six Weeks (First Six Months) Ended July 30, 2011 versus Twenty-Six Weeks Ended July 31, 2010.

Net Sales

Net sales for the six months ended July 30, 2011 increased 10.5% to $5.75 billion from $5.21 billion reported in last year’s first six months. The increase was due to a 7.1% increase in comparable clubs sales and sales from eight new clubs opened since the beginning of 2010. The increase in comparable club sales includes a favorable impact from gasoline sales of 4.0%. Total gasoline sales in this year’s first six months were 43.1% higher than last year’s first six months due primarily to an approximate 33% increase in the average retail price per gallon.

Comparable club sales


	Twenty-Six Weeks Ended July 30, 2011
Comparable club sales		7.1	%
Less: contribution from gasoline sales		4.0	%

Merchandise comparable club sales		3.1	%

Merchandise comparable club sales increased 3.1% in this year’s first six months due largely to increased sales of food. Food accounted for approximately 67% of merchandise sales in this year’s first six months versus 66% in last year’s first six months. On a comparable club basis, food sales increased by 4.7%, driven by an approximate 8% increase in perishable sales. Food departments with the largest sales increases compared to last year’s first six months include produce, dairy, meat, milk, frozen foods, salty snacks, coffee, cookies and prepared foods. On a comparable club basis, general merchandise sales were flat to last year. Increased sales of small appliances, beauty care, household chemicals, summer seasonal, electronics, and computer equipment were offset by decreases in televisions, prerecorded video, and spring apparel.

Price inflation, particularly in food and consumables, contributed to our increased merchandise sales in this year’s first six months. In response to rising prices, we believe some members traded down to lower priced comparable products, which makes it difficult for us to estimate the exact impact of price inflation. We estimate that new competition and cannibalization negatively impacted merchandise comparable club sales by approximately 2%.

Excluding sales of gasoline, the average transaction amount on a comparable club basis increased by approximately 2% over last year’s first six months, as the negative impact of members trading down to lower priced comparable products was mitigated by an increase in the number of items per transaction versus last year. Customer count, excluding gasoline, increased by approximately 1% over last year’s first six months, in part, due to our continued focus on our perishable food business which drives more frequent trips by our members.

Membership fees and Other revenues

Membership fee income was $102.3 million in this year’s first six months versus $93.9 million in last year’s comparable period, an 8.9% increase. The increase reflects our $5 basic membership fee increase that became effective January 3, 2011, the benefit from sign-ups at new club openings, and an increase in Rewards memberships. Rewards members represented approximately 9% of all members at the end of this year’s second quarter and generated approximately 20% of total merchandise sales in this year’s first six months. At the end of last year’s second quarter, Rewards members represented approximately 7% of all members and generated approximately 16% of total merchandise sales in last year’s first six months.

Other revenues were $21.1 million in this year’s first six months versus $20.9 million in last year’s first six months. The increase was driven by higher commissions received from our third party optical services provider and increased revenues from other ancillary front end programs, partially offset by lower revenues from our tire bay area and lower propane sales.

Cost of sales, including buying and occupancy costs

Cost of sales, including buying and occupancy costs was 91.32% of net sales in this year’s first six months versus 91.23% in last year’s first six months. The increase of nine basis points reflects the unfavorable mix impact from strong sales of low margin gasoline of approximately 49 basis points, partially offset by improved merchandise margins of approximately 23 basis points and a decrease in buying and occupancy cost of approximately 17 basis points.

Merchandise margins increased due to strong sales of high margin perishables and favorable shrink results. As a percentage of sales, buying and occupancy costs benefitted from higher net sales, lower utilities expense and lower repairs and maintenance expense.

Selling, general and administrative expenses

SG&A expenses were 8.48% of net sales in this year’s first six months versus 8.82% in last year’s comparable period. Last year’s results included a $3.3 million reserve related to home office relocation costs which negatively impacted SG&A by six basis points. The remaining improvement from last year was largely due to leveraging costs over increased sales results.

Total SG&A expenses increased by $28.8 million, or 6.3%, from last year’s first six months. The growth in SG&A was driven by an increase in club payroll expense, attributable to the combination of new club openings and investments in existing clubs to drive perishable sales; increased medical benefits and employment tax costs; an increase in credit card transaction fees, partly driven by strong gasoline sales; an increase in bonus expense, due to strong earnings results; and an increase in insurance expense due to higher self-insurance claims. These increases were partly offset by home office payroll and payroll benefits savings of approximately $4.0 million attributable to last year’s restructuring efforts. Total payroll and payroll benefits increased $19.6 million from the prior year and accounted for 76% of all SG&A expenses in this year’s first six months versus 77% in last year’s first six months.

Preopening expenses

Preopening expenses decreased $4.6 million from last year’s first six months due to the timing of new club openings versus last year. We opened one new club in this year’s first six months but essentially all of its preopening costs were recorded in last year’s fourth quarter. The preopening expenses incurred in this year’s first six months relate to three clubs that we expect to open in the second half of this year. In last year’s first six months we opened two new clubs and relocated one club.

Provision for income taxes

Our income tax provision was 39.9% of pretax income from continuing operations in this year’s first six months versus 40.5% in last year’s first six months. This year’s rate includes a favorable discrete item related to an increase for a prior year tax credit which decreased our effective rate by 0.5%. We expect our income tax rate, including the impact of discrete items, to be approximately 40.1% for the full year.

Loss from Discontinued Operations

Loss from discontinued operations (net of income tax benefit) was $1.1 million in this year’s first six months versus $1.6 million in last year’s first six months. This year’s results include $0.7 million of post-tax accretion expense on BJ’s closed clubs and ProFoods’ lease obligations, a $0.2 million post-tax charge related to a change in estimate for expected sublease income on these lease obligations, and a $0.2 million post-tax charge to repair insured property damage at one of the closed BJ’s clubs. Last year’s results include the post-tax operating loss of the five BJ’s clubs closed in 2010 of $1.4 million and $0.2 million of post-tax accretion expense on BJ’s closed club and ProFoods’ lease obligations.

Net income

Net income increased 28.3% to $79.4 million, or $1.47 per diluted share in this year’s first six months, compared to $61.9 million, or $1.16 per diluted share in last year’s first six months.

Seasonality

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

Liquidity and Capital Resources

Our primary source of liquidity ~~are~~is cash flows generated from club operations. Cash and cash equivalents totaled $~~206~~286.70 million as of ~~April~~July 30, 2011. We believe that our current resources, together with anticipated cash flow from operations, will be sufficient to finance our operations and anticipated capital expenditures through the term of our credit agreement. However, we may from time to time seek to obtain additional financing.

Cash flows

Net cash provided by operating activities was $~~128~~243.87 million in the first ~~quarter~~six months of 2011 versus $47102.8 million in ~~the~~last ~~first~~year’s ~~quarter~~comparable ~~of 2010~~period. The increase was mainly driven by a favorable change in merchandise inventories, net of accounts payable, lower ~~bonus~~income ~~payments~~tax ~~compared to the prior year~~payments, and higher net income versus last year’s first ~~quarter~~six months, partially offset by the settlement of our lease obligation at our closed club in Dublin, Ohio. Last year’s first ~~quarter~~six months also included a partial payment related to the settlement of our wage and hour litigation.

-18 ~~15 -~~

Cash provided by the change in merchandise inventories, net of accounts payable, increased by $4562.32 million versus last year’s comparable period. The ratio of accounts payable to merchandise inventories was 7473.52% at the end of this year’s ~~first~~second quarter versus 7371.54% at the end of last year’s ~~first~~second quarter. This increase was driven by ~~strong~~ strong sales of gasoline and faster inventory turns versus ~~the~~last ~~prior~~ year. Average inventory per club increased 4.83% over last year’s ~~first~~second quarter, ~~due~~and ~~mainly~~includes, towe ~~lower~~believe, ~~sales~~some ~~of spring seasonal merchandise and the estimated~~ impact of higher inflation versus last year.

Net cash used in investing activities totaled $3163.80 million in the first ~~quarter~~six months of 2011 compared to $3876.1 million in the first ~~quarter~~six months of 2010, a decrease of $613.21 million. This decrease was due to lower spending on property additions of $613.73 million. One new club was opened in this year’s first ~~quarter~~six ~~while~~months and the remainder of our expected 2011 club openings are ~~weighted~~ ~~toward~~planned for the second half of the year. We opened two new clubs and relocated one club in last year’s first ~~quarter~~sixth ~~and opened two clubs in the second quarter, including one club relocation~~months. Our full-year capital expenditures are expected to total approximately $180 million to $200 million, ~~based~~including on plans to open six to eight new clubs, including one relocation,. ~~spend~~Forecasted full year capital expenditures also include approximately $5453 million on technology projects, and approximately $25 million on club renovations. The timing of actual openings and renovations and the amount of related expenditures could vary from these estimates due, among other things, to the complexity of the real estate development process. Spending on ITinformation technology projects could vary due to the complexity of the projects and the availability of resources needed to complete projects.

Net cash provided by financing activities totaled $8.4.0 million in the first ~~quarter~~six ofmonths of 2011 compared to net cash used in financing activities of $40.93 million in the first ~~quarter~~six months of 2010, an increase of $134.3 million. The increase ~~was~~is primarily attributable to a $1012.0 million decrease in cash expended for treasury stock purchases in in 2011, ~~and~~partially aoffset by an $28.64 million ~~increase~~decrease in proceeds from stock option exercises. In last year’s first ~~quarter~~six months we repurchased 122,800 shares ~~under~~of our ~~existing~~common ~~repurchase~~stock ~~program~~ for $4.2 million., all of which was purchased in the first quarter. We did not repurchase shares in this year’s first ~~quarter~~ six months. All of our treasury stock expenditures in 2011 related to the reacquisition of treasury shares upon the vesting of employees’ restricted stock awards.

Credit facilities

We have a $200.0 million unsecured credit agreement with a group of banks which expires October 30, 2012. The agreement includes a $50.0 million sub-facility for letters of credit, of which no amount was outstanding at ~~April~~July 30, 2011. See Note 89 in the Notes to Consolidated Financial Statements for further details on the credit agreement. The credit agreement terminates upon a change of control.

In addition to the credit agreement, we maintain a $25.0 million uncommitted credit line for short-term borrowings. We also maintain two separate facilities totaling $72.0 million for letters of credit, primarily to support the purchase of inventories, of which $1527.63 million was outstanding at ~~April~~July 30, 2011.

There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at ~~April~~July 30, 2011, January 29, 2011 or ~~May~~ July 131, 2010.

Lease Obligations

In 2010, in connection with our strategic initiative, we established reserves for our liabilities related to leases for five BJ’s clubs that were closed. Our reserve as of ~~April~~July 30, 2011 for the remaining four leases was $3332.49 million.

-In 162010, -in connection with relocating our home office, we established a reserve for our former home office lease obligations. Our reserve as of July 30, 2011 for these lease obligations was $2.4 million.

In ~~2010~~2006, ~~in connection with relocating our home office,~~ we established ~~a reserve~~ reserves for our ~~former~~liabilities ~~home~~related ~~office lease~~to ~~obligations~~two closed ProFoods clubs. Our reserve as of ~~April~~July 30, 2011 for ~~these~~the ~~lease~~remaining ~~obligations~~unsettled lease was $2.76 million.

In 2006, we established reserves for our liabilities related to two closed ProFoods clubs. Our reserve as of April 30, 2011 for the remaining unsettled lease was $2.6 million.

Our lease reserves are based on the present value of rent liabilities under the remaining leases, including estimated real estate taxes and common area maintenance charges, reduced by estimated future income from the potential subleasing of these properties.

We believe that the liabilities recorded in the financial statements adequately provide for these lease obligations. However, there can be no assurance that our actual liability for ~~these~~closed store obligations will not differ materially from amounts recorded in the financial statements due to a number of factors, including future economic factors which may affect the ability to successfully sublease, assign or otherwise settle liabilities related to these properties. We consider our maximum reasonably possible undiscounted pretax exposure for our closed store ~~and home office~~ lease obligations to be approximately $7573.58 million at ~~April~~July 30, 2011.

During the second quarter of 2010, we identified errors in our accounting for ground leases. In accordance with accounting guidance provided in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of these errors on prior period reported results and concluded that the errors were not material to any of our prior period financial statements. We also concluded that had the errors been corrected in our financial statements for the period ended July 31, 2010, the impact of such an adjustment would have been material to our financial statements for that period. As such, in accordance with accounting guidance provided in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the financial statements for the prior period presented have been revised as follows. This non-cash revision does not impact our revenues or cash flows for any prior period and does not impact our Consolidated Statement of Income for the thirteen weeks ended May 1, 2010.

	As Reported		May 1, 2010Adjustment			As Revised
Deferred income taxes	$	5,897	$	5,209		$	11,106
Total assets		2,180,708		5,209			2,185,917
Other noncurrent liabilities		124,620		13,023			137,643
Retained earnings		1,489,056		(7,814	)		1,481,242
Total stockholders’ equity		1,065,087		(7,814	)		1,057,273
Total liabilities and stockholders’ equity		2,180,708		5,209			2,185,917

Critical Accounting Policies and Estimates

The preparation of our unaudited quarterly financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Some accounting policies have a significant impact on amounts reported in these financial statements. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011 in the “Critical Accounting Policies and Estimates” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. There were no changes to our critical accounting policies in the current reporting period.

- 17 -

Cautionary Note Regarding Forward-Looking Statements

This report contains a number of “forward-looking statements,” including statements regarding the pending Merger and the Merger Agreement, planned capital expenditures, planned club openings, expected provision for income taxes, our strategic initiatives to optimize performance, lease obligations in connection with closed BJ’s and ProFoods clubs, and other information with respect to our plans and strategies. Any ~~statements~~ contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “estimates,” “expects” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, levels of gasoline profitability; levels of customer demand; economic and weather conditions; the rate of inflation or deflation; federal, state and local regulation in the Company’s markets; federal and state budgetary and tax policy; litigation; activities by organized labor; competitive conditions; uncertainties introduced by the Company’s February 2011 announcement that it has decided to explore and evaluate strategic alternatives, including a possible sale of the Company; our success in settling lease obligations for closed clubs; and progress associated with the implementation of technology initiatives. Each of these and other factors are discussed in more detail in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “estimates,” “expects” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, levels of gasoline profitability; levels of customer demand; economic and weather conditions; the rate of inflation or deflation; federal, state and local regulation in the Company’s markets; federal and state budgetary and tax policy; litigation; activities by organized labor; competitive conditions; our success in settling lease obligations for closed clubs; and progress associated with the implementation of technology initiatives. Each of these and other factors are discussed in more detail in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011 and our proxy statement for the Special Meeting of Stockholders to be held on September 9, 2011.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We believe that our potential exposure to market risk as of ~~April~~July 30, 2011 is not material because of the short contractual maturities of our cash and cash equivalents on that date. There were no borrowings outstanding under our bank credit agreement or our uncommitted credit line at ~~April~~July 30, 2011. ~~We held no derivatives at April 30, 2011.~~

Item 4.

Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~April~~July 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’'s rules and forms. Disclosure controls and procedures include, without limitation, ~~controls~~ controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its ~~principal~~ principal executive and principal financial ~~officers~~officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of July 30, 2011, the Company’s chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

-21 ~~18 -~~

~~regarding~~No ~~required~~change ~~disclosure.~~in ~~Management~~the ~~recognizes~~Company’s ~~that~~internal ~~any~~control ~~controls~~over ~~and~~financial ~~procedures,~~reporting no(as ~~matter~~defined ~~how~~in ~~well~~Rules ~~designed~~13a-15(f) and ~~operated, can provide only reasonable assurance of achieving their~~ ~~objectives~~15d-15(f) ~~and~~under ~~management necessarily applies its judgment in evaluating~~ the ~~cost-benefit~~Exchange ~~relationship~~Act) ofoccurred ~~possible~~during ~~controls and procedures. Based on~~ the ~~evaluation~~fiscal ofquarter ~~the~~ended ~~Company’s disclosure controls and procedures as of April~~July 30, 2011~~, the~~ ~~Company’s~~that ~~chief~~has ~~executive~~materially ~~officer~~affected, ~~and~~or ~~chief~~is ~~financial~~reasonably ~~officer~~likely ~~concluded~~to ~~that,~~materially ~~as of such date~~affect, the Company’s ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~were effective at the reasonable assurance level~~reporting.

No22 change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended April 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 19 -

PART II. OTHER INFORMATION

Item 1 – Legal Proceedings

We, our directors, Buyer, Transitory Subsidiary, Leonard Green and CVC have been named as defendants in twelve putative class actions filed in the Court of Chancery of the State of Delaware between June 29, 2011 and July 13, 2011. On July 26, 2011, these cases were consolidated into one action captioned In re BJ’s Wholesale Club, Inc. Shareholder Litigation, Consolidated C.A. No. 6623-VCN, and on July 28, 2011 the plaintiffs filed a consolidated complaint. That action, purportedly brought as a class action on behalf of all of our stockholders (other than the defendants), alleges that our directors breached their fiduciary duties in connection with the proposed merger by, among other things, failing to fully inform themselves of the Company’s market value, failing to issue complete and accurate disclosures related to the merger, failing to maximize stockholder value, failing to obtain the best financial and other terms and act in the best interest of public stockholders, and by seeking to benefit themselves improperly. The complaint further alleges that the non-Company and non-director defendants aided and abetted the directors’ purported breaches. The plaintiffs sought injunctive and other equitable relief, including to enjoin us from consummating the merger, in addition to fees and costs. After expedited discovery in the action, we filed two Definitive Additional Proxy materials on August 29 and August 31. As a result of those filings, the plaintiffs withdrew their motion for a preliminary injunction.

In addition, the Company, our directors, Buyer, Transitory Subsidiary, Leonard Green, and CVC have been named as defendants in a putative class action filed in the United States District Court for the District of Massachusetts in an action captioned Puzey v. BJ’s Wholesale Club, Inc., et al., No. 1:11-cv-11339-MWL. In addition to the allegations contained in the consolidated litigation described above, the Massachusetts action alleges that the defendants violated federal securities laws in connection with the filing of the preliminary proxy. The plaintiffs also seek injunctive and other equitable relief, including to enjoin us from consummating the merger and to impose a constructive trust, in addition to fees and costs. We filed a motion to stay the case on August 30, 2011.

Item 1A – Risk Factors

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cautionary Note Regarding Forward-Looking Statements,” in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A of BJ’s Annual Report on Form 10-K for the year ended January 29, 2011. ~~There~~The ~~have been no material changes from the~~ risk ~~factors~~factor ~~previously~~described ~~disclosed~~below is in ~~our~~addition ~~Annual~~to ~~Report~~those onrisk ~~Form 10-K~~factors.

The proposed merger with Beacon Holding Inc. is subject to certain closing conditions that could result in the merger not being completed, which may in turn result in a decline in the price of our common stock.

The proposed merger with Beacon Holding Inc. is subject to customary closing conditions, including, among others, approval by our stockholders, the absence of a Company “material adverse effect” since the date of the merger agreement and absence of any order or injunction prohibiting the consummation of the merger, but is not subject to any condition with regard to financing the transaction. Many of the conditions to closing are outside of our control. If any condition to the closing of the merger is not satisfied or, if permissible, waived, the merger will not be completed. Furthermore, certain lawsuits have been filed challenging the merger. These lawsuits could result in the merger not being completed or in a delay in the completion of the merger.

If we do not complete the merger, the price of our common stock may decline significantly from the current market price which reflects a market assumption that the merger will be completed with shareholders receiving $51.25 in cash for each common share held. We also will be obligated to pay certain professional fees and related expenses in connection with the merger, whether or not the merger is completed. In addition, we have expended, and will continue to expend, significant management resources in connection with the merger.

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

In twelve separate authorizations beginning August 26, 1998, with the most recent authorization being announced on March 29, 2010 for an additional $200.0 million, the Board of Directors has authorized a total of $1.35 billion of common stock repurchases. Under the program, repurchases may be made at management’s discretion, in the open market or in privately negotiated transactions. No expiration dates were set under any of the Board’s authorizations. From the inception of the program through ~~April~~July 30, 2011, we have repurchased approximately 34.6 million shares for a total of $1.08 billion, leaving a remaining authorization of $272.0 million.

There were no share repurchases under the program for the quarter ended ~~April~~July 30, 2011. The following activity represents shares tendered to us by employees who vested in restricted stock and used shares to satisfy their tax withholding obligations.

Period	Total Numberof SharesPurchased ~~(1)~~		Average PricePaid perShare (1)		Total Number ofShares Purchasedas Part of PubliclyAnnouncedProgram		Maximum DollarValue of Shares thatMay Yet BePurchased Underthe Program
							(In Thousands)
Jan. 30 – Feb. 26		1,677	$	44.70		—	$	271,951
May 1 – May 28		127,169	$	51.29		—	$	271,951
Feb. 27 – Apr. 2		—		—		—		271,951
May 29 – July 2		3,907		48.08		—		271,951
Apr. 3 – Apr. 30		—		—		—		271,951
July 3 – July 30		678		50.63		—		271,951
Total for the quarter		1131,~~677~~754	$	4451.7019		—	$	271,951

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

~~Item 5~~23 ~~– Other Information~~

At its meeting on May 26, 2011, our Board of Directors approved amendments to the Change of Control Severance agreements with our CEO and Executive Vice Presidents, and to the Change of Control Plan that covers a number of other employees. These amendments, copies of which are attached hereto as exhibits and which are incorporated herein by reference, provide for payment by the Company of any taxes imposed on the employee under section 409A of the Internal Revenue Code.

- 20 -

Item 6 – Exhibits

10.1		Amendment No. 2 to BJ’s Wholesale Club, Inc. Change of Control Severance Benefit Plan for Key Employees dated as of May 26, 2011.*
2.1		Agreement and Plan of Merger by and among Beacon Holding Inc., Beacon Merger Sub Inc. and BJ’s Wholesale Club, Inc. dated as of June 28, 2011 (1)
10.2		Amendment No. 2 to Change of Control Severance Agreement dated as of May 26, 2011 with Peter Amalfi.*
10.3		Amendment No. 2 to Change of Control Severance Agreement dated as of May 26, 2011 with Cornel Catuna.*
10.4		Amendment No. 2 to Change of Control Severance Agreement dated as of May 26, 2011 with Robert Eddy.*
10.5		Amendment No. 3 to Change of Control Severance Agreement dated as of May 26, 2011 with Christina M. Neppl-Totino.*
10.6		Amendment No. 3 to Change of Control Severance Agreement dated as of May 26, 2011 with Lon F. Povich.*
10.7		Amendment No. 3 to Change of Control Severance Agreement dated as of May 26, 2011 with Laura Sen.*
31.1		Principal Executive Officer–Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Principal Financial Officer–Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Principal Executive Officer–Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Principal Financial Officer–Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.**
101.SCH		XBRL Taxonomy Extension Schema Document.**
101.CAL		XBRL Taxonomy Calculation Linkbase Document.**
101.DEF		XBRL Taxonomy Extension Definition Linkbase.**
101.LAB		XBRL Taxonomy Label Linkbase Document.**
101.PRE		XBRL Taxonomy Presentation Linkbase Document.**

* ~~Management~~Submitted ~~contract~~electronically ~~or other compensatory plan or arrangement.~~herewith

**Attached ~~Submitted~~as ~~electronically~~Exhibit ~~herewith~~101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for thirteen and twenty-six weeks ended July 30, 2011 and July 31, 2010, (ii) Consolidated Balance Sheets at July 30, 2011, January 29, 2011 and July 31, 2010, (iii) Consolidated Statements of Cash Flows for the twenty-six weeks ended July 30, 2011 and July 31, 2010, (iv) Consolidated Statements of Stockholders’ Equity and (v) Notes to Consolidated Financial Statements.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the thirteen weeks ended April 30, 2011 and May 1, 2010, (ii) Consolidated Balance Sheets at April 30, 2011, January 29, 2011 and May 1, 2010, (iii) Consolidated Statements of Cash Flows for the thirteen weeks ended April 30, 2011 and May 1, 2010, (iv) Consolidated Statements of Stockholders’ Equity and (v) Notes to Consolidated Financial Statements.

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

-24 ~~21 -~~

(1)	Incorporated herein by reference to the Company’s Current Report on 8-K filed on June 29, 2011 (Commission File No.001-13143)

SIGNATURES

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

		BJ’S WHOLESALE CLUB, INC.
		(Registrant)
Date: May 27, 2011		/S/ LAURA J. SEN
Date:	September 1, 2011	/S/ LAURA J. SEN
		Laura J. Sen
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: May 27, 2011		/S/ ROBERT W. EDDY
Date:	September 1, 2011	/S/ ROBERT W. EDDY
		Robert W. Eddy
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

-26 ~~22 -~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Filing Compare · BJS WHOLESALE CLUB INC