What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-16 compared with 2022-03-17 · 54 added, 52 removed, 224 unchanged (32% of the section changed)

BJ’s Wholesale Club is a leading warehouse club operator concentrated primarily on the east coast of the United States.

BJ’s Wholesale Club is a leading warehouse club operator 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 perishable products, continuously refreshed general merchandise, gasoline and other ancillary services 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 226 large-format, high volume warehouse clubs spanning 17 states.

In our core New England markets, which have high population density and generate a disproportionate part of U.S.

gross domestic product ("GDP"), we operate almost three times the number of clubs compared to the next largest warehouse club competitor.

Our leadership team continues to implement significant cultural and operational changes to our business, including transforming how we use 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.

These changes continue to delivered results rapidly, evidenced by year-over-year income from continuing operations growth, consecutive quarter comparable club sales growth over the last three years and adjusted EBITDA growth over the last three years.

We provide a curated assortment focused on perishable products, 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 digital capabilities.

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 235 large-format, high volume warehouse clubs and 164 gas stations spanning 18 states as of fiscal year end 2022.

In our New England markets, which have high population density and generate a disproportionate part of U.S.

gross domestic product ("GDP"), we operate more than 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 preferential pricing by linking their membership.

We also launched Same-Day Select in the first quarter of fiscal year 2022, 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 transforming how we use 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.

These changes continue to delivered results rapidly, evidenced by year-over-year income from continuing operations growth, consecutive quarter comparable club sales growth and adjusted EBITDA growth over the last four years.

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee.

We have more than six million members paying annual fees to gain access to savings on groceries and general merchandise and services.

The annual membership fee for our Inner Circle ® membership is $55, and the annual membership fee for our BJ’s Perks Rewards ® membership, which offers additional value-enhancing features, is $110.

We have more than six and a half million members paying annual fees to gain access to savings on groceries and general merchandise and services.

The annual membership fee for our Inner Circle ® membership is generally $55, and the annual membership fee for our BJ’s Club+ (formerly Perks Rewards ®) membership, which offers additional value-enhancing features, is generally $110.

We believe that members can save over ten times their $55 Inner Circle 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.

2 unchanged sentences

Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 20 consecutive years of membership fee income growth.

Our membership fee income was $360.9 million for fiscal year 2021.

Our membership fee income ("MFI") was $396.7 million for fiscal year 2022.

On May 2, 2022, the Company completed its acquisition of the assets and operations of four distribution centers and the related private transportation fleet from Burris Logistics (the "Acquisition"), which brings substantially all of the end-to-end perishable supply chain in-house.

See Note 1 9 , "Acquisitions" of our condensed consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the Acquisition.

Industry Overview

4 unchanged sentences

Warehouse clubs eliminate many of the merchandise handling costs associated with traditional multiple-step distribution channels by purchasing full truckloads of merchandise directly from manufacturers and by storing merchandise on the sales floor rather than in central warehouses.

By operating no-frills, self-service warehouse facilities, warehouse clubs have fixturing and operating costs substantially below those of traditional retailers.

By operating no-frills, self-service warehouse facilities, warehouse clubs have fixturing

and operating costs substantially below those of traditional retailers.

Because of their higher sales volumes and rapid inventory turnover, warehouse clubs generate cash from the sale of a large portion of their inventory before they are required to pay merchandise vendors.

5 unchanged sentences

We design our smaller format clubs to serve markets whose population is not sufficient to support a larger club or that are in locations, such as urban areas, where there is inadequate real estate space for a larger club.

Including space for parking, the amount of land required for a BJ’s club generally ranges from eight acres to approximately fourteen acres.

Including space for parking, the amount of land required for a BJ’s club generally ranges from ten acres to approximately fourteen acres.

Our clubs are located in both free-standing locations and shopping centers.

1 unchanged sentence

We buy most of our merchandise directly from manufacturers and route it to cross-docking consolidation points (distribution centers) or directly to our clubs.

Our company-operated and contracted distribution centers receive large shipments from manufacturers and quickly ship these goods to individual clubs, generally within 24 hours.

Our company-operated distribution centers receive large shipments from manufacturers and quickly ship these goods to individual clubs, generally within 24 hours.

This process creates freight volume and handling efficiencies, eliminating many costs associated with traditional multiple-step distribution channels, including distributors’ commissions and the cost of storing merchandise in central distribution facilities.

12 unchanged sentences

South Carolina 1

Our retail operations, which include retail club and other sales procured from our clubs and DC’s, represent substantially all of our consolidated total revenues, are our only reportable segment.

Our retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of our consolidated total revenues, are our only reportable segment.

All of our identifiable assets are located in the United States.

10 unchanged sentences

• General merchandise and services:

consist of optical, tires, small appliances, televisions, electronics, seasonal goods, gift cards, and apparel, which constituted approximately 17% of our merchandise sales for fiscal year 2021.

BJ’s consumer-focused private label products, sold under Wellsley Farms ® and Berkley Jensen ® brands, comprised approximately 23% of our total merchandise sales in fiscal year 2021.

consists of optical, tires, small appliances, televisions, electronics, seasonal goods, gift cards, and apparel, which constituted approximately 15% of our merchandise sales for fiscal year 2022.

BJ’s consumer-focused private label products, sold under Wellsley Farms ® and Berkley Jensen ® brands, comprised approximately 24% of our total net sales, excluding gasoline, in fiscal year 2022.

These products are primarily premium quality and generally are priced below the branded competing product.

12 unchanged sentences

We generally maintain our gas prices below the average retail prices in each market as a means of illustrating a favorable price image to existing and prospective members.

Omnichannel Offering

We have built a robust digital portfolio which consists of BJs.com, BerkleyJensen.com, Wellsleyfarms.com, Delivery.bjs.com as well as the BJ’s mobile app.

Omnichannel Offerings

We have built a robust omnichannel portfolio which consists of BJs.com, BerkleyJensen.com, Wellsleyfarms.com, as well as the BJ’s mobile app.

We have made it easier for members to purchase, review products, digitally add coupons to their membership card and view annual member savings.

BJs.com showcases our club assortment available to members along with review ratings and coupons for added savings.

The above digital portfolio offers our members convenient ways to shop, including our BOPIC service, curbside delivery, same day home delivery or traditional ship-to-home service.

The above omnichannel portfolio offers our members convenient ways to shop, including our BOPIC service, curbside delivery, same-day home delivery or traditional ship-to-home service.

Our app delivers personalized promotions, improved shopping experiences, and an efficient gateway to our fulfillment options.

Our members appreciate the convenience of the BJ’s mobile app, as evidenced by millions of downloads since fiscal year 2019.

We have rolled out the ability to use state Electronic Benefit Transfer ("EBT") cards when shopping on BJs.com.

In addition, in the fourth quarter of fiscal year 2021, we launched ExpressPay ® , which allows members to skip checkout lines when they shop in club by paying with their phones.

Our members appreciate the convenience of the BJ’s mobile app, as evidenced by millions of downloads since fiscal year 2019, as well as ExpressPay®, which allows members to skip checkout lines when they shop in club by paying with their phones.

In the fourth quarter of fiscal year 2022, we announced the launch of our retail media program, BJ’s Media Edge™, using Microsoft PromoteIQ.

The program offers brands a comprehensive advertising solution to connect with BJ’s members.

Paid membership is an essential element of the warehouse club concept.

In addition to providing a source of revenue which permits us to offer low prices, membership reinforces customer loyalty.

We have a large base of more than six million paid memberships as of January 29, 2022.

We have a large base of more than six and a half million paid memberships as of January 28, 2023.

Our target customers care about value, quality and convenience and shop at warehouse clubs for their family needs.

4 unchanged sentences

Primary members may purchase up to three supplemental memberships for $30 each.

A primary business membership costs $55 per year and includes one free supplemental membership.

A primary business membership typically costs

$55 per year and includes one free supplemental membership.

Business members may purchase up to eight additional supplemental business memberships at $30 each.

military personnel—active and veteran—who enroll at a BJ’s club location can do so for a reduced membership fee.

BJ’s Perks Rewards ® , our higher tier of membership, offers members the opportunity to earn 2% cash back on most in-club and bjs.com purchases.

The annual fee for a BJ’s Perks Rewards membership is $110 per year.

We also offer our co-branded My BJ’s Perks ® Mastercard ® credit cards.

These cards provide members with the opportunity to earn up to 5% cash back on purchases made at our clubs or online at bjs.com and a 10-cent per gallon discount on gasoline when paying with a My BJ’s Perks Mastercard ® at our BJ’s Gas locations.

We are currently rebranding our higher tier membership from BJ’s Perks Rewards® to Club+, which offers members the opportunity to earn 2% cash back on most in-club and bjs.com purchases and 5-cent per gallon discount on gasoline.

The annual fee for a Club+ membership is generally $110 per year.

We are also launching our new BJ's One™ and BJ's One+™ Mastercard® credit cards (formerly the My BJ’s Perks® program) These cards provide members with the opportunity to earn up to 5% cash back on purchases made at our 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.

Since fiscal year 2014, we have grown co-branded Mastercard® holders by over 900%.

In fiscal year 2021, BJ’s Perks Rewards members and co-branded Mastercard ® members accounted for 35% of members and 45% of spend, compared to 31% of members and 41% of spend in fiscal year 2020.

In fiscal year 2022, BJ’s Perks Rewards members and co-branded Mastercard® members accounted for 38% of members and 52% of merchandise spend (excludes gas and membership fee income), compared to 35% of members and 45% of spend in fiscal year 2021.

Advertising and Public Relations

We promote customer awareness of our clubs primarily through social media, direct mail, public relations efforts, radio advertising, community involvement, new club marketing programs and various publications sent to our members periodically throughout the year.

These methods result in low marketing expenses compared to typical retailers.

These methods result in lower marketing expenses compared to typical retailers.

We compete with a wide range of national, regional and local retailers and wholesalers selling food and/or general merchandise in our markets, including supermarkets, supercenters, general merchandise chains, specialty chains, gasoline stations and other warehouse clubs, some of which have significantly greater financial and marketing resources than BJ’s.

15 unchanged sentences

We must comply with provisions regulating health and sanitation standards, food labeling, equal employment, minimum wages, environmental protection, licensing for the sale of food and, in many clubs, licensing for beer and wine or other alcoholic beverages.

Our operations, including the manufacturing, processing, formulating, packaging, labeling and advertising of products are subject to regulation by various federal agencies, including the Food and Drug Administration (the "FDA"), the Federal Trade Commission (the "FTC"), the U.S.

"FDA"), the Federal Trade Commission (the "FTC"), the U.S.

Department of Agriculture (the "USDA"), the Consumer Product Safety Commission and the Environmental Protection Agency.

34 unchanged sentences

Employees and Human Capital Resources

As of January 29, 2022, we had approximately 34,000 full-time and part-time employees, whom we refer to as team members.

As of January 28, 2023, we had over 34,000 full-time and part-time employees, whom we refer to as team members.

None of our team members are represented by a union.

14 unchanged sentences

We provide our eligible team members with access to a variety of innovative, flexible and convenient health and wellness programs.

Additionally, the Company provides resources, such as an onsite chiropractor, a health clinic and a fitness center for team members.

Additionally, the Company provides resources, such as an onsite chiropractor, a health clinic and access to a fitness center for team members.

Such programs are designed to support team members’ physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors.

2 unchanged sentences

Training and development programs for our team members help retain and advance them into future roles with the company.

We provide online and on-the-job training through innovative delivery tools which are easy to use and focused on the core skills needed to be successful at BJ’s Wholesale Club.

We provide online and on-the-job training through innovative delivery tools which are easy to use and focused on the core skills needed to be successful at the Company.

We provide several management and leadership programs that develop and educate our leaders so they can provide the best work environment and growth opportunities to all our team members.

The COVID-19 pandemic has further reinforced the importance of a safe and healthy workforce.

In response to the pandemic, the Company implemented safeguards to protect our essential team members, including increased frequency of cleaning and disinfecting, social distancing practices, face coverings, temperature screening and other measures consistent with specific regulatory requirements and guidance from health authorities.

We also implemented a vaccine mandate for all team members in the home office and field management and provided vaccine clinics for our team members.

Additional safeguards included travel restrictions and remote work for team members who were able to work from home during fiscal year 2021.

Community Involvement .

4 unchanged sentences

Corporate Information

Our principal operating subsidiary is BJ’s Wholesale Club, Inc., which was previously an independent publicly traded corporation until its acquisition on September 30, 2011 by a subsidiary of Beacon Holding Inc., a company incorporated on June 24, 2011 by investment funds affiliated with or advised by CVC Capital Partners and Leonard Green & Partners, L.P ("the Sponsors"), for the purpose of the acquisition.

BJ’s Wholesale Club Holdings Inc.

changed its name from Beacon Holding Inc.

on February 23, 2018.

(formerly Beacon Holding, Inc.) was incorporated on February 23, 2018.

On July 2, 2018, BJ’s Wholesale Club Holdings, Inc.

became a publicly traded entity in connection with its IPO and listing on the New York Stock Exchange ("NYSE") under the ticker symbol "BJ."

became a publicly traded entity in connection with its IPO and listing on the New York Stock Exchange ("NYSE") under the ticker symbol "BJ." Our principal operating subsidiary is BJ’s Wholesale Club, Inc., which is a wholly owned subsidiary of BJ's Wholesale Club Holdings.

We make available on our website (http://www.bjs.com), or through a link posted on our website, free of charge, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC").

In addition, the SEC maintains an internet site that contains these reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

In addition, the

SEC maintains an internet site that contains these reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

The information on our website or that can be accessed through our website is not incorporated by reference and should not be considered to be a part of this Annual Report on Form 10-K.

11 unchanged sentences

Eddy chaired the Financial Executives Council of the National Retail Federation.

He is also a member of the College Advisory Board for Babson College.

He is also a member of the Board of Trustees of The Boston Children's Hospital and is a member of the College Advisory Board for Babson College.

Felice 41 Laura L.

Felice has served as our Executive Vice President, Chief Financial Officer since April 2021.

Prior to that Ms.

Felice served as Senior Vice President, Controller since November 2016 and was responsible for the integrity of our financial records.

Prior to joining BJ’s, Ms.

Felice worked at Clarks Americas, Inc., a footwear chain, since 2008 in positions of increasing responsibility, including most recently as Senior Vice President of Finance from November 2015 to November 2016, where she led all aspects of commercial finance for the Americas region distribution channels.

From November 2016 to April 2021, Ms.

Felice served as Senior Vice President, Controller and was responsible for the integrity of our financial records.

Before joining BJ’s, Ms.

Felice worked at Clarks Americas, Inc., a British shoe manufacturer and retailer, and held positions of increasing responsibility since 2008.

She served most recently as Senior Vice President of Finance from November 2015 to November 2016, where she led all aspects of commercial finance for the Americas region distribution channels.

Additionally, Ms.

1 unchanged sentence

She is a Certified Public Accountant and currently serves as a Board member, Vice-Chair and Finance Committee Chair for the Massachusetts Society of CPAs.

Felice also currently serves a a Board member of Broadstone Net Lease, LLC (NYSE:

She holds a Master of Accounting and a bachelor’s degree with a double major in Finance and Accounting from Boston College.

24 unchanged sentences

Luce 53 Graham N.

Luce has served as our Senior Vice President, General Counsel and Secretary since April 2015 and provides senior management with strategic advice on Company initiatives, complex business transactions and litigation, as well as counsel on all corporate governance-related matters.

He also serves as Secretary of the Company.

Prior to joining the Company, Mr.

Luce currently serves as our Executive Vice President, General Counsel and Secretary and provides senior management with strategic advice on Company initiatives, complex business transactions and litigation, as well as counsel on all corporate governance-related matters.

He joined the Company in April 2015 as Senior Vice President, General Counsel and Secretary and served in that role until March 2023.

Prior to jointing the Company, Mr.

Luce worked at Bain & Company, a management consulting firm, from 2000 to April 2015 and Goodwin Procter LLP, a global law firm, from 1995 to 2000.

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business