8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________ 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  January 7, 2021

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 Liberty Avenue, Union, New Jersey 07083

(Address of principal executive offices)    (Zip Code)

(908) 688-0888

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	BBBY	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

☐

Item 2.02    Results of Operations and Financial Condition

On January 7, 2021, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended November 28, 2020. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

    On January 7, 2021, the Company published an Investor Presentation for its fiscal third quarter ended November 28, 2020 as noted in the press release described in Item 2.02 above. The Investor Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Additionally, the Company has posted the Investor Presentation on the investor relations section of its website at www.bedbathandbeyond.com.

The information in this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished under Items 2.02 and 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on January 7, 2021.
99.2	Investor Presentation for Investor Presentation for the fiscal third quarter ended November 28, 2020. fiscal third quarter ended November 28, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	BED BATH & BEYOND INC.
	(Registrant)
Date: January 7, 2021	By:	/s/ Gustavo Arnal
		Gustavo Arnal
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BED BATH & BEYOND INC. DELIVERS SECOND CONSECUTIVE QUARTER OF

COMPARABLE SALES AND PROFIT GROWTH

For Fiscal 2020 Third Quarter (September-October-November)

Executing on Strategy; Delivering Consistent Sales and EBITDA Growth

•2nd consecutive quarter of comparable sales growth, fueled by digital sales growth

•+5% comparable sales growth on core Bed Bath & Beyond banner1; +2% comparable sales growth on total enterprise

•+94% digital comparable sales growth on core Bed Bath & Beyond banner; +77% digital comparable sales growth on total enterprise

•+11% comparablesales growth in Top 5 destination categories combined (as referred below), representing 2/3 of core Bed Bath & Beyond banner sales; Market share gains in destination Bed category, with improving trends in Bath and Kitchen categories

•+2.2 million approximate new online customers gained by core Bed Bath & Beyond banner during the fiscal 2020 third quarter; +7 million approximate new online customers year-to-date

•+340bps expansion in Gross Margin; +310bps expansion in Adjusted Gross Margin2

•Net Loss per Diluted Share of $(0.61); Excluding special items, adjusted Net Earnings per Diluted Share of $0.08

•+168% increase in AdjustedEBITDA2; 4.6% Adjusted EBITDAMargin2

•Demand was strong during the November/December holiday period; In December 2020, the first month of the fiscal fourth quarter, monthly sales show positive total enterprise comparable sales growth, including continued strength across key destination categories6

Strengthening Balance Sheet through Positive Cash Flow & Significant Gross Debt Reduction

•$244 million of positive cash flow generation3

•$0.5 billion of Gross Debt Reduction4

•$1.5 billion of Cash & Investments and $2.2 billion of Total Liquidity5

Unlocking Shareholder Value Creation; Enhancing Outlook for FY 2021 EBITDA; Reiterating a Larger & Accelerated Share Repurchase Program (ASR)

•Fiscal 2021 Adjusted EBITDA2 outlook enhanced to a range of between $500 million to $525 million from $500 million+

•Total share repurchase program increases to up to $825 million from up to $675 million; $375 million in total ASR expected to be completed by end of the fourth quarter of fiscal 2020, on or before Feb. 27, 2021

Portfolio Transformation of Non-Core Banners Complete

•+$600 million from the monetization of 5 non-core banners during the current fiscal year

•4 core banners in focused portfolio: Bed Bath & Beyond, buybuy BABY, Harmon Face Values and Decorist

UNION, New Jersey, January 7, 2021 --- Bed Bath & Beyond Inc. (Nasdaq: BBBY) today reported financial results for the third quarter of fiscal 2020 ended November 28, 2020.

	Reported (GAAP)			Adjusted2 (Including Non-GAAP)
(in millions, except per share data, gross debt reduction, & total liquidity)	Three months ended			Three months ended
	November 30, 2019	November 28, 2020	Diff	November 30, 2019	November 28, 2020	Diff
Total enterprise comp sales growth						2%
Core BBB banner1 comp sales growth						5%
Net Sales	$2,759	$2,618	-5%	$2,759	$2,618	-5%
Gross Margin2	33.1%	36.5%	+340bps	32.3%	35.4%	+310bps
SG&A	$932	$891	($41)	$932	$891	($41)
Adjusted EBITDA2				$45	$121	168%
EPS - Diluted1	($0.31)	($0.61)	($0.30)	($0.38)	$0.08	$0.46
Cash flow generation3					$244
Gross Debt reduction4					$0.5 billion
Total Liquidity5					$2.2 billion

(1)Bed Bath & Beyond is among the Company’s four core banners which also include buybuy BABY, Harmon Face Values and Decorist.

(2)Adjusted items refer to comparable sales as well as to financial measures that are derived from measures calculated in accordance with GAAP, but which have been adjusted to exclude certain items. All these latter financial measures are non-GAAP financial measures.

(3)Cash flow generation includes cash flow from operations ($44mn) and cash flow from investing driven by proceeds from non-core banners and real estate monetization, net of capital expenditures ($200mn).

(4)Gross Debt includes bonds, revolver/ABL credit facility borrowings and operating and finance lease liabilities.

(5)Total Liquidity includes cash & investments and availability from asset-backed lending credit facility.

(6)Based on preliminary unaudited results.

________________________________________________________________________________

Mark Tritton, Bed Bath & Beyond’s President and CEO said, “The consistent execution of our growth strategy is unlocking improved financial performance and we delivered a second consecutive quarter of comparable sales and profit growth.Additionally, we drove strong cash flow generation and balance sheet improvements in the third quarter and have re-initiated capital return to shareholders.”

Tritton added, “We knew this holiday season would be like no other and we took several steps in advance to help our customers shop safely and with ease, including over 100 meaningful improvements to our digital-first, omni-always customer experience and enhancements to our contactless new Store and Curbside Pickup and Same Day Delivery service offerings. We are delighted by the strong customer response to these efforts. We are seeing a deepening level of recognition and engagement from our customers, including the more than 2 million new online customers in the third quarter.We are also seeing favorable market share trends in several of our key destination categories, including positive share gains over the past two months within the Bed category.

“I am proud of what our teams have achieved, and I thank them for their continued dedication and commitment to the long-term success of our Company.Our results this quarter set a firm base from which we will continue to drive our bold transformation and seek to deliver on our three-year strategic and financial plans shared in October at our 2020 Investor Day.”

Fiscal 2020 Third Quarter Highlights (September-October-November)

•Comparable sales increased for the second consecutive quarter, led by 5% growth in the core Bed Bath & Beyond banner.Total enterprise comparable sales increased 2%.Comparable sales benefited from significantly strong growth in digital channels, including approximately 94% growth in the Bed Bath & Beyond banner and total enterprise growth of approximately 77%.Bed Bath & Beyond banner sales were driven by key destination categories including Home Organization, Kitchen Food Prep, Bedding, Bath, and Indoor Décor.These top 5 categories had strong comp sales growth of 11% (combined) and represented two-thirds of total Bed Bath & Beyond banner sales in the third quarter.The Company has been prioritizing merchandising and marketing investments in these key categories to strengthen its authority in the Home space. The Bed Bath & Beyond banner has achieved market share gains in the destination Bed category, with improving trends in Bath and Kitchen categories. (Source: NPD Data October/November 2020)

•Net sales were $2.6 billion, a decrease of 5% compared to the prior year period, primarily due to the significant portfolio transformation, including the planned divestitures of non-core banners and store closing activity as part of the Company’s network optimization initiative.Total enterprise reported store net sales declined 17% and reported digital net sales increased 75%. Total enterprise comparable store sales declined 15% and comparable digital sales increased 77%.

•Gross margin increased 340 basis points to 36.5% compared to the prior year period.Excluding special items from both periods, adjusted gross margin increased 310 basis points to 35.4% and was driven primarily by optimization of promotion and markdowns; favorable product mix; and leverage of distribution and fulfillment costs; partially offset by higher digital channel mix, including higher net-direct-to-customer shipping expense.

•SG&A expenses decreased $41 million compared to the prior year period, driven primarily by lower payroll and related expenses and lower advertising expenses.

•Net loss per diluted share of $(0.61) includes approximately $86 million from unfavorable impacts from special items including the net loss on the sale of businesses, charges recorded in connection with the restructuring and transformation initiatives, and non-cash impairment charges related to assets held for sale, tradename and certain long-lived assets, partially offset by a benefit from the reduction of non-recurring inventory reserves.

•Excluding special items, the Company’s adjusted net earnings per diluted share was $0.08 for the fiscal 2020 third quarter.

•Positive cash flow generation3 of $244 million driven by proceeds from non-core banners and real estate monetization, as well as operational earnings improvements.

•Gross debt4 reduction of approximately $0.5 billion compared to the second quarter of fiscal 2020 driven by lower lease liabilities associated with portfolio optimization.

•Total Liquidity5 of approximately $2.2 billion, even after financing the $225 million ASR program in October 2020.

Outlook

Fiscal 2020 Fourth Quarter

Given the significant COVID-related headwinds including heavy store traffic declines, major shipping constraints and higher freight costs, the Company is not providing specific sales and earnings guidance for the fiscal 2020 fourth quarter.The Company is assuming that its stores will remain open and not be required to close due to government restrictions.

Directionally, the Company expects to continue driving significant sales growth from its digital channels, while sales from stores are anticipated to be unfavorably impacted by declines in store traffic trends. On a comparable sales basis, total enterprise comparable sales in the fiscal 2020 fourth quarter are expected to be approximately in line with the prior year period, with expectations for consistent strength in digital and growth in destination categories to be tempered by COVID-related headwinds impacting stores. Additionally, based on preliminary unaudited results, in December, the first month of the fourth quarter, the Company expects total enterprise comparable sales growth to be positive, including continued strength across key destination categories.Net sales in the fiscal 2020 fourth quarter are estimated to be lower by a double-digit percentage range, as a direct result of adjustments from transforming the Company’s overall portfolio, including non-core banner divestitures and store closing activity related to its network optimization initiative.

The Company expects adjusted EBITDA Margin to be higher on a year-over-year basis in the fiscal 2020 fourth quarter.Additionally, Gross Margin and adjusted EBITDA are expected to be approximately in line with the prior year period, as the Company plans to offset significantly higher freight costs through optimization of promotion and markdowns, favorable product mix, and leverage of distribution and fulfillment costs.

Fiscal 2021

During the Company’s Investor Day meeting on October 28, 2020, it outlined its long-term financial goals to strengthen and accelerate growth and drive and unlock sustainable total shareholder return.With its core portfolio banner work now complete (the final transaction is set to close in the fiscal 2020 fourth quarter), fiscal 2021 EBITDA is being enhanced to a range of $500 to $525 million.Healthy revenue growth trends continue in the Company’s digital business and in its top destination categories. Further, the Company remains focused on the key drivers of gross margin expansion and on optimizing costs.With this, it feels confident in continuing to deal with the COVID-related headwinds resulting from lower store traffic and increases in shipping costs. The Company is assuming that its stores will remain open and not be required to close due to government restrictions.

Additional details on the Company’s fiscal 2021 outlook will be provided during its third quarter conference call with analysts and investors as well in its investor presentation available on the investor relations section of the Company’s website.

Fiscal 2020 Third Quarter Conference Call and Investor Presentation

Bed Bath & Beyond Inc.’s fiscal 2020 third quarter conference call with analysts and investors will be held today at 8:00am EDT and may be accessed by dialing 1-888-424-8151, or if international, 1-847-585-4422, using conference ID number 8516932#.A live audio webcast of the conference call, along with the earnings press release, investor presentation and supplemental financial disclosures, will also be available on the investor relations section of the Company's website at http://bedbathandbeyond.gcs-web.com/investor-relations. The webcast will be available for replay after the call for a period of at least one year.

The Company has also made available an Investor Presentation on the investor relations section of the Company's website at http://bedbathandbeyond.gcs-web.com/events-and-presentations.

About the Company

Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at home.The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets.Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.

The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, worldmarket.com, buybuybaby.com, buybuybaby.ca, harmondiscount.com, facevalues.com, and decorist.com.As of November 28, 2020, the Company had a total of 1,391 stores, including 951 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 258 stores under the names of World Market, Cost Plus World Market or Cost Plus, 129 buybuy BABY stores, and 53 stores under the names Harmon, Harmon Face Values or Face Values.During the fiscal 2020 third quarter, the Company opened 1 buybuy BABY store and closed 4 Bed Bath & Beyond stores and 1 Cost Plus World Market store. The joint venture to which the Company is a partner operates 10 stores in Mexico under the name Bed Bath & Beyond.

Non-GAAP Information

This press release contains certain non-GAAP information, including adjusted earnings before interest, income taxes, depreciation and amortization ("EBITDA"), adjusted gross margin, adjusted net earnings per diluted share, and cash flow generation, which is intended to provide visibility into the Company’s core operations by excluding the effects of the loss on sale of businesses, charges recorded in connection with the restructuring and transformation initiatives, and non-cash impairment charges related to assets held for sale, tradename and certain store-level assets.The Company’s definition and calculation of non-GAAP measures may differ from that of other companies.Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported GAAP financial results.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, the status of its future liquidity and financial condition, and its outlook for the Company’s fiscal 2020 fourth quarter and for its 2021 fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with COVID-19 and the governmental responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response to these risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and investments, including the Company’s strategic restructuring program and store network optimization strategies; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; potential supply chain disruption due to trade restrictions, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly changing retail and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets; volatility in the price of the Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on the Company’s capital allocation strategy; risks associated with the ability to achieve a successful outcome for its business concepts and to otherwise achieve its business strategies; the impact of intangible asset and other impairments; disruptions to the Company’s information technology systems including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; foreign currency exchange rate fluctuations.Except as required by law, the Company does not undertake any obligation to update its forward-looking statements.

CONTACTS:

INVESTOR CONTACT: Janet M. Barth, (908) 613-5820 OR IR@bedbath.com

MEDIA CONTACT: Dominic Pendry, (908) 855-4202 or dominic.pendry@bedbath.com

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	November 28, 2020		November 30, 2019
Net sales	$	2,618,472	$	2,759,322
Cost of sales	1,661,905		1,845,485
Gross profit	956,567		913,837
Selling, general and administrative expenses	890,740		931,814
Impairments, including on assets held for sale	57,997		11,781
Restructuring and transformation initiative expenses	16,770		—
Loss on sale of businesses	113,909		—
Operating loss	(122,849)		(29,758)
Interest expense, net	17,805		17,179
Loss before benefit for income taxes	(140,654)		(46,937)
Benefit for income taxes	(65,213)		(8,385)
Net loss	$	(75,441)	$	(38,552)
Net loss per share - Basic	$	(0.61)	$	(0.31)
Net loss per share - Diluted	$	(0.61)	$	(0.31)
Weighted average shares outstanding - Basic	122,885		123,099
Weighted average shares outstanding - Diluted	122,885		123,099
Dividends declared per share	$	—	$	0.17

Non-GAAP Financial Measures

The following table reconciles non-GAAP financial measures presented in this press release or that may be presented on the Company’s third quarter conference call with analysts and investors. The Company believes that these non-GAAP financial measures provide management, analysts, investors and other users of the Company’s financial information with meaningful supplemental information regarding the performance of the Company’s business. These non-GAAP financial measures should not be considered superior to, but in addition to other financial measures prepared by the Company in accordance with GAAP, including the year-to-year results. The Company’s method of determining these non-GAAP financial measures may be different from other companies’ methods and, therefore, may not be comparable to those used by other companies and the Company does not recommend the sole use of this non-GAAP measure to assess its financial and earnings performance. For reasons noted above, the Company is presenting certain non-GAAP financial measures for its fiscal 2020 third quarter. In order for investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2019 period in the reconciliation tables below.The Company is not providing a reconciliation of its guidance with respect to Adjusted EBITDA because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized.For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Non-GAAP Reconciliation

(in thousands, except per share data)

(unaudited)

	Three Months Ended November 28, 2020
					Excluding
	Reported				Loss on sale of businesses			Impairment on assets held for sale			Restructuring and transformation expenses			Impairment charges			Benefit from reduction of incremental markdown reserves			Total income tax impact			Total impact			Adjusted
Gross profit	$	956,567			$	—		$	—		$	13,929		$	—		$	(44,319)		$	—		$	(30,390)		$	926,177
Gross margin	36.5		%		—		%	—		%	0.6		%	—		%	(1.7)		%	—		%	(1.2)		%	35.4		%
Restructuring and transformation initiative expenses	16,770				—			—			(16,770)			—			—			—			(16,770)			—
(Loss) earnings before provision for income taxes	(140,654)				113,909			53,976			30,699			4,021			(44,319)			—			158,286			17,632
Tax (benefit) provision	(65,213)				—			—			—			—			—			72,415			72,415			7,202
Effective tax rate	46.4		%																	(5.6)		%	(5.6)		%	40.8		%
Net (loss) income	$	(75,441)			$	113,909		$	53,976		$	30,699		$	4,021		$	(44,319)		$	(72,415)		$	85,871		$	10,430
Net earnings (loss) per share - Diluted	$	(0.61)																								$	0.08
Weighted average shares outstanding- Basic	122,885																									122,885
Weighted average shares outstanding- Diluted	122,885			(1)																						124,642
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
Net (loss) income	$	(75,441)			$	113,909		$	53,976		$	30,699		$	4,021		$	(44,319)		$	(72,415)		$	85,871		$	10,430
Depreciation and amortization	93,706				—			—			(8,000)			—			—			—			(8,000)			85,706
Interest expense	17,805				—			—			—			—			—			—			—			17,805
Tax (benefit) provision	(65,213)				—			—			—			—			—			72,415			72,415			7,202
EBITDA	$	(29,143)			$	113,909		$	53,976		$	22,699		$	4,021		$	(44,319)		$	—		$	150,286		$	121,143
EBITDA as % of net sales																										4.6		%
(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic weighted average shares outstanding.

Non-GAAP Reconciliation

(in thousands, except per share data)

(unaudited)

	Three Months Ended November 30, 2019
					Excluding
	Reported				Loss on sale of businesses			Impairment on assets held for sale			Restructuring and transformation expenses			Impairment charges			Benefit from reduction of incremental markdown reserves			Total income tax impact			Total impact			Adjusted
Gross profit	$	913,837			$	—		$	—		$	—		$	—		$	(23,915)		$	—		$	(23,915)		$	889,922
Gross margin	33.1		%		—		%	—		%	—		%	—		%	(0.8)		%	—		%	(0.9)		%	32.3		%
(Loss) earnings before provision for income taxes	(46,937)				—			—			—			11,781			(23,915)			—			(12,134)			(59,071)
Tax benefit	(8,385)				—			—			—			—			—			(3,786)			(3,786)			(12,171)
Effective tax rate	17.9		%																	2.7		%	2.7		%	20.6		%
Net (loss) income	$	(38,552)			$	—		$	—		$	—		$	11,781		$	(23,915)		$	3,786		$	(8,348)		$	(46,900)
Net earnings (loss) per share - Diluted	$	(0.31)																								$	(0.38)
Weighted average shares outstanding- Basic	123,099																									123,099
Weighted average shares outstanding- Diluted	123,099			(1)																						123,099
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
Net (loss) income	$	(38,552)			$	—		$	—		$	—		$	11,781		$	(23,915)		$	3,786		$	(8,348)		$	(46,900)
Depreciation and amortization	87,149				—			—			—			—			—			—			—			87,149
Interest expense	17,179				—			—			—			—			—			—			—			17,179
Tax benefit	(8,385)				—			—			—			—			—			—			(3,786)			(12,171)
EBITDA	$	57,391			$	—		$	—		$	—		$	11,781		$	(23,915)		$	3,786		$	(12,134)		$	45,257
EBITDA as % of net sales																										1.6		%

(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic weighted average shares outstanding.

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	November 28, 2020		August 29, 2020		February 29, 2020
Assets
Current assets:
Cash and cash equivalents	$	1,462,612	1,441,845		1,000,340
Short term investment securities	—		—		385,642
Merchandise inventories	1,780,891		2,052,041		2,093,869
Prepaid expenses and other current assets	196,487		249,672		248,342
Assets held-for-sale	524,551		—		98,092
Total current assets	3,964,541		3,743,558		3,826,285
Long term investment securities	19,847		19,893		20,380
Property and equipment, net	905,251		1,295,967		1,430,604
Operating lease assets	1,615,969		1,913,719		2,006,966
Other assets	486,002		465,963		506,280
Total assets	$	6,991,610	$	7,439,100	$	7,790,515
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	865,418	$	1,028,730	944,194
Accrued expenses and other current liabilities	698,827		686,004		675,776
Merchandise credit and gift card liabilities	304,530		322,859		340,407
Current operating lease liabilities	390,875		464,946		463,005
Liabilities related to assets held-for-sale	448,805		—		43,144
Total current liabilities	2,708,455		2,502,539		2,466,526
Other liabilities	123,067		206,221		204,926
Operating lease liabilities	1,531,830		1,799,504		1,818,783
Income taxes payable	38,034		43,660		46,945
Long term debt	1,190,265		1,190,168		1,488,400
Total liabilities	5,591,651		5,742,092		6,025,580
Shareholders' equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding	—		—		—
Common stock - $0.01 par value; authorized - 900,000 shares; issued 343,484, 343,676 and 343,683, respectively; outstanding 121,215, 126,008 and 126,528 shares, respectively	3,434		3,436		3,436
Additional paid-in capital	2,058,358		2,183,564		2,167,337
Retained earnings	10,215,743		10,290,896		10,374,826
Treasury stock, at cost; 222,269, 217,668 and 217,155 shares, respectively	(10,812,841)		(10,718,789)		(10,715,755)
Accumulated other comprehensive loss	(64,735)		(62,099)		(64,909)
Total shareholders' equity	1,399,959		1,697,008		1,764,935
Total liabilities and shareholders' equity	$	6,991,610	$	7,439,100	$	7,790,515

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Three Months Ended
	November 28, 2020		November 30, 2019
Cash Flows from Operating Activities:
Net loss	(75,441)		(38,552)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	93,706		87,149
Impairments, including on assets held for sale	57,997		11,781
Stock-based compensation	7,184		4,702
Deferred income taxes	(66,086)		1,575
Loss on sale of businesses	113,909		—
Other	226		(536)
(Increase) decrease in assets:
Merchandise inventories	(137,257)		(208,097)
Other current assets	(2,293)		(59,230)
Other assets	46		(2,767)
Increase (decrease) in liabilities:
Accounts payable	(15,657)		133,738
Accrued expenses and other current liabilities	72,146		73,289
Merchandise credit and gift card liabilities	(6,323)		(3,646)
Income taxes payable	(5,563)		184
Operating lease assets and liabilities, net	1,757		(2,849)
Other liabilities	5,193		4,483
Net cash provided by operating activities	43,544		1,224
Cash Flows from Investing Activities:
Net proceeds from sale of businesses	237,927		—
Capital expenditures	(37,995)		(63,142)
Net cash provided by (used in) investing activities	199,932		(63,142)
Cash Flows from Financing Activities:
Payment of dividends	(93)		(20,967)
Repurchase of common stock, including fees	(94,052)		(1,165)
Prepayment under share repurchase agreement	(132,615)		—
Net cash used in financing activities	(226,760)		(22,132)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,404		280
Net increase (decrease) in cash, cash equivalents and restricted cash	$	18,120	$	(83,770)
Cash, cash equivalents and restricted cash:
Beginning of period	$	1,476,087	$	1,007,157
End of period	$	1,494,207	$	923,387

EX-99.2

BED BATH & BEYOND January 7, 2021

BED BATH & BEYOND 2 This presentation contains forward-looking statements, including, but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, the status of its future liquidity and financial condition, and its outlook for the Company’s fiscal 2020 fourth quarter and for its 2021 fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with COVID-19 and the governmental responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response to these risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and investments, including the Company’s strategic restructuring program and store network optimization strategies; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; potential supply chain disruption due to trade restrictions, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly changing retail and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets; volatility in the price of the Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on the Company’s capital allocation strategy; risks associated with the ability to achieve a successful outcome for its business concepts and to otherwise achieve its business strategies; the impact of intangible asset and other impairments; disruptions to the Company’s information technology systems including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; foreign currency exchange rate fluctuations. Except as required by law, the Company does not undertake any obligation to update its forward-looking statements.

BED BATH & BEYOND 3 John Hartmann COO; President, buybuy BABY Mark Tritton President & CEO Gustavo Arnal CFO & Treasurer Rafeh Masood EVP & Chief Digital Officer John Hartmann COO; President, buybuy Baby

BED BATH & BEYOND 4 1) Q3 Performance Highlights & Transformation Update 2) Financial Outlook 3) Digital & Commercial Update 4) Operations Update

5BED BATH & BEYOND

BED BATH & BEYOND 6 “The consistent execution of our growth strategy is unlocking improved financial performance and we delivered a second consecutive quarter of comparable sales and profit growth” – CEO Mark Tritton Consistently Executing on Strategy ✓ 2nd Consecutive Quarter of Strong Comparable Sales Growth • +5% Core Bed Bath & Beyond banner1 (BBB) Comp sales growth; +2% Total Enterprise Comp sales growth; • +94% Core BBB digital comp growth; +77% Total Enterprise digital comp growth • Market share gains in destination Bed category, with improving trends in Bath and Kitchen categories ✓ Gross Margin Expansion • +310bps to 35.4% Adj. Gross Margin vs LY ✓ EBITDA Increases • +168% Adj. EBITDA vs LY to $121mn ✓ Positive cash flow generation • $244mn cash flow2 ✓ Stronger balance sheet with significant gross debt reduction • $0.5bn Gross Debt3 reduction ✓ Cash and liquidity levels increase further • $1.5bn Cash & Investments; $2.2bn Total Liquidity4 ✓ Enhancing FY 2021 EBITDA outlook with a range • $500mn to $525mn ✓ Reiterating a larger and accelerated share repurchase program • Share Repurchase Program: up to $825mn from up to $675mn • ASRs 1+2: $375mn expected to be completed by the end of FY20 Q4 (2/27/21) Strengthening Balance Sheet Unlocking Shareholder Value Creation (1) Bed Bath & Beyond is among the Company’s four core banners which also include buybuy BABY, Harmon Face Values and Decorist. (2) Cash Flow includes cash flow from operations + cash from investing activities, net of CAPEX. Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE Note: ASR-1($225mn): 4.5mn shares delivered in FY20 Q3; Remainder expected to be delivered by 1/28/21. ASR-2 ($150mn): Expected to be initiated and completed in FY20 Q4. (3) Gross Debt includes bond debt, revolver/ABL borrowing, and operating and finance lease liabilities. (4) Total Liquidity includes cash & investments and availability from asset-backed lending credit facility.

BED BATH & BEYOND 7 Total Enterprise Comp +2% vs LY Core BBB Banner Comp Adj. EBITDA Total Enterprise Digital Comp +77% vs LY +168% vs LY Second Consecutive Quarter of Comp Sales Growth Consistent Gross Margin Expansion / EBITDA Growth +5% vs LY +94% vs LY Core BBB Banner Digital Comp Adj. Gross Margin +310bps vs LY32.3% 35.4% $45mn $121mn FY19 Q3 FY20 Q3 FY19 Q3 FY20 Q3 Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

BED BATH & BEYOND 8 Positive Cash Flow Generation Balance Sheet Strengthened / Return to Shareholders Cash Flow1 $1.5bn Cash & Investments $244mn Gross Debt Reduction 2 Share Repurchase Increase From $675 to $825mn ($0.5bn) vs Q2 ($1.0bn) vs Q1 (30%) vs LY Inventory Reduction $2.2bn Strong Total Liquidity 3 (1) Cash flow generation includes cash flow from operations ($44mn) and cash flow from investing driven by proceeds from non-core banners and real estate monetization, net of capital expenditures ($200mn). (2) Gross Debt includes bond debt, revolver/ABL borrowing, and operating and finance lease liabilities. (3) Total Liquidity includes cash & investments and availability from asset-backed lending credit facility. Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

BED BATH & BEYOND 9 Positive Cash Flow Generation Consistent Comparable Sales Growth Margin Expansion & EBITDA Growth Stronger Capital Structure Fast-Paced Transformation (1) Cash Flow includes cash flow from operations + cash from investing activities, net of CAPEX. (2) Announced definitive agreement to sell CPWM FY20 Q4. ✓310bps increase in Adj. Gross Margin vs LY, led by optimized product promo/ coupon mgt and product mix ✓$41mn reduction in SG&A expense from cost optimization efforts ✓168% increase in Adj. EBITDA vs LY to $121mn, led by Gross Margin expansion ✓5 non-core banners sold and >$600mn in proceeds in FY20: One Kings Lane, PMall, Christmas Tree Shops, Harbor Linen, and Cost Plus World Market2 ✓~120 BBB store closures planned in FY20 as part of store network optimization plans to close ~200 BBB stores by the end of FY21; will result in significant reshape of sales base and store footprint ✓$500 to $525mn enhanced FY21 EBITDA range, driven by portfolio transformation and significant reshape of P&L ✓$244mn in positive cash flow1 vs negative cash flow LY, including monetization of non-core banners ✓$0.8bn (30%) lower Inventory vs Q3 LY, driven in part by banner divestitures and store fleet optimization ✓~$1bn total reduction in Gross Debt3 : ~$0.5bn reduction in operating and finance lease liabilities related to banner divestitures and store closures in Q3; ~$0.5bn reduction in debt from bond tender offers in Q2 ✓$0.3bn strong Net Cash surplus position:$1.5bn in Cash and Equivalents less $1.2bn in bonds ✓$2.2bn in Total Liquidity4; ~2x higher than bond debt ✓5% Comp Sales growth in core Bed Bath & Beyond banner; +2% total enterprise growth; 2nd consecutive quarter of Comp Sales growth ✓94% digital Comp Sales growth in Bed Bath & Beyond banner; 77% total enterprise growth; digital drives quarterly sales performance ✓36% of total Digital Sales fulfilled by stores, including 16% from BOPIS; new omni-always capabilities gaining traction ✓5% reduction in Q3 Net Sales due to transformation activity including planned divestures and store fleet optimization Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE (3) Gross Debt includes bonds, revolver/ABL borrowing, and operating and finance lease liabilities (4) Total Liquidity includes cash & investments and availability from asset-backed lending credit facility.

BED BATH & BEYOND 10 FY2019 Q3 FY2020 Q3 Diff Total Enterprise Comp Sales 2% Core BBB Banner Comp Sales 1 5% Net Sales $2,759mn $2,618mn -5% Gross Margin 2 32.3% 35.4% 310bps SG&A $932mn $891mn $41mn EBITDA 2 $45mn $121mn 168% EPS - Diluted 2 ($0.38) $0.08 $0.46 Cash Flow Generation 3 $244mn Gross Debt Reduction 4 ($0.5bn) Total Liquidity 5 $2.2bn Three Months Ended • Comparable Sales increase, led by 5% growth in core Bed Bath & Beyond banner1 (BBB); total enterprise comp +2% growth • Digital drives Q3 performance, with strong total enterprise growth +77%; core BBB digital growth +94% • Net sales change of -5% as planned, due to significant portfolio transformation, including non-core banner divestitures and store closing activity related to network optimization initiative • Adj. Gross Margin increases 310bps, driven primarily by: ‐ Optimization of promotion & markdowns ‐ Favorable product mix ‐ Leverage of distribution and fulfillment costs ‐ Partially offset by higher digital channel mix, including higher shipping costs • SG&A expense decreases ($41mn), from lower payroll & related expenses and lower advertising expenses • Adj. EBITDA increased 168%, primarily due to higher gross margin • Positive cash flow generation3 of $244mn including monetization of non-core banner assets • Gross Debt4reduction and strengthened balance sheet ‐ ~($0.5bn) reduction in operating and finance lease liabilities from divestitures and store closures ‐ $1.5bn of cash & investments and $2.2bn of total liquidity5 (1) Bed Bath & Beyond is among the Company’s four core banners which also include buybuy BABY, Harmon Face Values and Decorist. (2) Adjusted (3) Cash flow generation includes cash flow from operations ($44mn) and cash flow from investing, net of capital expenditures ($200mn). (4) Gross Debt includes bonds, revolver/ABL borrowings and operating and finance lease liabilities. (5) Total Liquidity includes cash & investments and availability from asset-backed lending credit facility. Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

BED BATH & BEYOND 11 81% 19% Q3 - Stores Penetration Digital Penetration Q3 Total Enterprise Comps 2% BBB Comps 5% Digital Comps 77% BBB Digital Comps 94% • Positive comparable sales growth led by strong digital comp sales in both core Bed Bath & Beyond banner1 (BBB) and total enterprise, offsetting sales decline in stores • Sales momentum continued in Q3 and holiday season, in spite of COVID-related headwinds reflected broadly across retail landscape in lower foot traffic trends and shipping capacity constraints • Percentage of digital sales increased to 31% versus 19% in FY 2019 Q3 Quarterly sales trends FY20 Q3FY19 Q3 Percentage of digital sales increased Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE (1) Bed Bath & Beyond is among the Company’s four core banners which also include buybuy BABY, Harmon Face Values and Decorist.

BED BATH & BEYOND 12 • Core Bed Bath & Beyond banner1 (BBB) delivered solid comp sales growth of 5%, led by strong digital growth and higher sales in Top 5 destination categories • BBB digital comp sales grew 94%; store comp sales declined 14% • +11% comp sales growth of Top 5 destination categories (combined), representing 2/3 of core Bed Bath & Beyond banner sales • Market share gains in destination Bed category, with improving trends in Bath and Kitchen categories (NPD data October/November 2020) Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE (1) Bed Bath & Beyond is among the Company’s four core banners which also include buybuy BABY, Harmon Face Values and Decorist. Top 5 Destination Categories Comp Sales Growth % of Net Sales Home Organization 16% 6% Kitchen Food Prep 13% 21% Bedding 10% 19% Bath 8% 10% Indoor Décor 7% 9% Total Comp Sales Growth (combined) 11% 65%

BED BATH & BEYOND 13 (1) According Sensormatic Solutions data. (2) According to Adobe Analytics data. (3) According to Mastercard Spending Pulse report. Black Friday -52% vs LY (1) +22% vs LY Cyber Monday +15% vs LY US Retail Market Performance Reported by 3rd Party Data Providers US Bed Bath & Beyond Comparable Sales Performance4 (2) (2) US Bed Bath & Beyond results were in-line or stronger than broader US retail market Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE In-Store Traffic Online Spending 6-week holiday period Nov. 15 – Dec. 27 -34-36% vs LY (1) In-Store Traffic Online Spending -23% vs LY 6-week holiday period Nov. 16 – Dec. 27 +69% vs LY 5-day holiday period Thanksgiving to Cyber Monday -24% vs LY +95% vs LY Total Comp Sales +low-single digit% vs LY Total Comp Sales Demand5 +double-digit% vs LY 8-week holiday period Nov. 1 – Dec. 25 Total Retail Sales +2% vs LY (3) (4) Based on preliminary unaudited results. (5) Bed Bath & Beyond comp sales demand includes orders placed and not yet fulfilled.

BED BATH & BEYOND 14 • Adj. Gross Margin increases 310bps to 35.4% vs 32.3% LY, driven primarily by: ‐ Optimization of promotion & markdowns ‐ Favorable product mix ‐ Leverage of distribution and fulfillment costs ‐ Partially offset by higher digital channel mix, including higher shipping costs 180bps FY19 Q3vs FY20 Q3 – gross margin bridge 210bps 310bps 32.3% 35.4% (200bps) 120bps FY19 Q3 Adj. Gross Margin Leverage of Distribution/ Fulfillment Costs Channel Mix / DTC Shipping Expense Product Mix Promotion & Markdowns/ Coupon Mgt FY20 Q3 Adj. Gross Margin Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

BED BATH & BEYOND 15 $1.2bn (1) Cash Flow from Investing includes $238mn related to sale of non-core assets (CTS, HL, DC/Florence), net of $38mn of CAPEX; CPWM definitive agreement announced FY20 Q4. (2) Cash Flow from Financing includes $225mn related to ASR initiated in Oct. 2020. FY20 Q2 vs FY20 Q3 – total liquidity FY20 Q3 Total Liquidity Cash Flow from Operations Cash Flow from Investing 1 Post FY20 Q2 Total Liquidity Cash Flow from Financing 2 $0.7bn $1.5bn $2.2bn $44mn $200mn ($227mn) $2.2bn $0.7bn $1.5bn $0.9bn $0.3bn Cash and Investments ABL ASR $244mn Positive Cash Flow Q3 actions maintained strong cash position: Solid cash flow generation of $244mn • Cash flow from operations of $44mn from earnings and working capital improvement • Cash flow from investing of $200mn includes net proceeds from non-core asset sales (Christmas Tree Shops, Harbor Linen and DC in Florence, NJ), net of $38mn of CAPEX spending Strong total liquidity • Maintained $1.5bn cash & investments balance, even after $225mn ASR FY20 Q3 vs FY19 Q3 – positive cash flow generation Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE ($mns) FY2020 Q3 Cash Flow from Operating Activities $44 Cash Flow from Investing Activities 1 $200 Cash Flow Generation $244 Cash Flow from Financing Activities 2 ($227)

BED BATH & BEYOND 16 $0.2bn $0.2bn $0.2bn $1.9bn $1.5bn $0.2bn FY20 Q3 Gross Debt Balance ex Op/Fin Leases Operating & Finance Lease Liabilities FY20 Q2 vs FY20 Q3 – gross debt FY20 Q2 Gross Debt1 Balance FY20 Q3 Net Cash Balance Operating & Finance Lease Liabilities FY20 Q3 Gross Debt Balance FY20 Q3 Cash Balance Cash & Investments $2.4bn $3.6bn $1.2bn • Actions taken to reduce gross debt1 balance by ~$1bn: ‐ Reduction in operating and finance lease liabilities by ~$0.5bn in Q3 (non-core banner divestitures and store closures) ‐ Reduction in debt by ~$0.5bn in Q2 (bond tender offers, revolver/ABL borrowings) • Positive net cash position with $1.5bn cash balance, less $1.2bn in bond debt • Strong total liquidity2 position of $2.2bn $1.5bn Senior Notes $1.2bn $0.3bn ($0.5bn) $3.1bn (1) Gross Debt includes bonds, revolver/ABL borrowing, and operating lease liability. (2) Total Liquidity includes cash & investments and availability from asset-backed lending credit facility. FY20 Q3 Total Liquidity $1.5bn $2.2bn ABL $0.7bn $1.9bn $1.2bn Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

BED BATH & BEYOND 17 $600mn+ significant portfolio transformation during fiscal 2020 what we have achieved Non-core banner monetization (and Florence, NJ warehouse) Banners divested1 what we said 6 mos. ago Expect to unlock between $350 to $450mn through asset sales 5 4 Focused on core portfolio where we are today Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE (1) Cost Plus World Market definitive agreement announced FY20 Q4.

BED BATH & BEYOND 18 Reiterate Additional Accelerated Share Repurchase Program • Expanded Total Share Repurchase Program (ASR) to up to $825mn from up to $675mn during the next 3 years • October 28th: Launched $225mn Accelerated Share Repurchase program (ASR-1) • December 14th: Announced Approval of new $150mn Accelerated Share Repurchase program (ASR-2) • ASR 1+2, which total $375mn, are expected to be completed by no later than fiscal year-end 2020 • Reflects balanced capital allocation principles, strong liquidity and confidence in strategic growth plan Capital Allocation Principles ✓ Investing for growth and transformation ✓ Ensuring financial resilience ✓ Returning cash to shareholders Note: ASR-1($225mn): 4.5mn shares delivered in FY20 Q3; Remainder expected to be delivered by 1/28/21. ASR-2 ($150mn): Expected to be initiated and be completed in FY20 Q4. Q3 PERFORMANCE HIGHLIGHTS & TRANSFORMATION UPDATE

19BED BATH & BEYOND

BED BATH & BEYOND 20 $500mn to $525mn vs Proforma FY19 of $425mn Approx. 35% +200bps vs Proforma FY19 of 33% $8.0bn to $8.2bn Recapture & Sustain Sales vs FY20 FINANCIAL OUTLOOK Enhancing EBITDA to a Range portfolio transformation is now complete1 Tightening Revenue Range Reiterating Gross Margin (1) Cost Plus World Market definitive agreement announced FY20 Q4.

BED BATH & BEYOND 21 • Expect approx. $3bn reduction in net sales vs FY 2019 after banner divestitures and store closures - 5 banner divestitures1: - >500 store closures planned (including 340 from divestitures and 200 from store network optimization by the end of FY 2021) Net Sales bridge FY 2021 Comparable Sales Guidance: Recapture & Sustain Sales • Q1 (non-comp): RECAPTURE full sales opportunity vs prior year sales impact from store closures due to COVID-19 • Q2-Q4: SUSTAIN sales level vs FY20 strong base • Guidance assumes flat comparable sales for financial planning purposes # of retail stores: 1,500 ~1,100 ~960 2019 Actual Net Sales Non-Core Asset Divestitures Impact FY2019 Proforma Net Sales Store Closure Impact FY2021 Projected Net Sales $11.2bn ($2.2bn) $9.0bn ($0.9 bn) $8.0bn to $8.2bn Base 2019 (1) Cost Plus World Market definitive agreement announced FY20 Q4. FINANCIAL OUTLOOK Notes: Numbers may not add due to rounding; for illustrative purposes only.

BED BATH & BEYOND 22 SG&A bridgeGross Margin bridge 2019 Actual Gross Margin FY2019 Proforma Gross Margin Margin Improv. From Product Sourcing Channel Shift & Increased Freight Cost Impact FY2021 Projected Gross Margin Promotion & Markdowns/ Coupon Mgt Product Mix Including Own Brands 2019 Actual SG&A Non-Core Asset Divestitures Impact 33% 33% + + + - 35% 32% 31% 31%- - -+ ($0.8bn)$3.6bn $2.8bn Reduction in Depreciation & Amort.1 SG&A Cost Restructuring Programs Store Closure Impact FY2019 Proforma SG&A FY2021 Projected SG&A Reinvest. $2.5bn- (1) Fiscal 2021 Depreciation & Amortization estimated to be approximately $230 million. Notes: Numbers may not add due to rounding; for illustrative purposes only. FINANCIAL OUTLOOK

BED BATH & BEYOND 23 Mid-single-digit Margin EBITDA bridge – key drivers of expansion (approximate figures) 2019 Actual EBITDA Non-Core Asset Divestitures SG&A Cost Restructuring Programs Store Closure Impact FY2019 Proforma EBITDA FY2021 Projected EBITDA Reinvestment Spend Merchandising Improv From Product Sourcing $465mn $425mn $500mn to $525mn $75mn $125mn $235mn ($175mn) ($175mn)+ + + - - - 5% Margin FINANCIAL OUTLOOK Notes: Numbers may not add due to rounding; for illustrative purposes only. Channel Shift & Increased Freight Cost Impact Memo: Fiscal 2021 Depreciation & Amortization is estimated to be approximately $230 million.

BED BATH & BEYOND 24 $0.2bn $1.5bn $0.2bn $0.2bn FY 2020 Projected Debt/Lease Liabilities Operating and Finance Lease Liabilities Bond debt FY19 Debt/Lease Liabilities Change in Debt Q2 Change in Operating & Finance Lease Liabilities Q3 $0.2bn$1.5bn $2.4bn ~($0.5bn) ~($0.5bn) $1.9bn $1.2bn ~$4bn ~$3bn FY2020 actions reduce liabilities by ~$1bn • ~$0.5bn reduction in gross debt from bond tender offers in FY20 Q2 • ~$0.5bn reduction in operating and finance lease liabilities from banner divestitures and store closures (FY20 Q3+Q4) ~$1b reduction Notes: Numbers may not add due to rounding; for illustrative purposes only. FINANCIAL OUTLOOK

BED BATH & BEYOND 25 • ~$1bn (at retail) inventory reduction underway: ‐ non-core asset divestitures ‐ store closures from fleet optimization FY19 Inventory Balance $2. 1bn $1.6bn FY21 Projected Inventory Balance ~$.5bn reduction at cost (~$1bn at retail) reduction Notes: Numbers may not add due to rounding; for illustrative purposes only. FINANCIAL OUTLOOK

BED BATH & BEYOND 26 (1) Cost Plus World Market definitive agreement announced FY20 Q4. • Providing additional visibility on P&L reshape after planned divestitures and store closures • Enhancing FY 2021 EBITDA outlook to range of between $500mn to $525mn significant and fast-paced portfolio transformation FY21 vs FY19 ~500 store closures from 1,500 to ~960 5 banner divestitures1 from 9 to 4 $8.0bn to $8.2bn FY21 projected revenue range FINANCIAL OUTLOOK Notes: The Company is not providing a reconciliation of its guidance with respect to Adjusted EBITDA because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. (2) Moody’s credit ratio includes leases. comp sales Recapture & Sustain sales Q1 (non-comp): Recapture lost sales opportunity from store closures in 2020 due to COVID-19 Q2-Q4: Sustain sales level vs FY20 strong base gross margin ~35% adj. EBITDA $500mn to $525mn adj. EBITDA margin mid-single digit capital investments $400mn+ $1bn reduction (at retail) vs. FY19 gross debt/ EBITDA ratio (Moody’s2) <3.5x return to shareholders Share repurchases Initial $225mn ASR Add'l $150mn ASR Fiscal 2021 Outlook Update inventory position

27BED BATH & BEYOND

BED BATH & BEYOND 28 DIGITAL & COMMERICAL UPDATE (1) Based on current trends. • Digital comparable sales up 77%; core Bed Bath & Beyond banner digital sales +94% • 2.2mn new customers to digital • ~21% of Bed Bath & Beyond customers placing 2+ orders vs 16% in FY19 Q3 • Online conversion for Bed Bath & Beyond improved 25% vs. FY19 Q3 • ~36% of total digital sales fulfilled by stores • Buy Online Pickup in Stores (BOPIS) accounted for ~16% of total digital sales

BED BATH & BEYOND 29 DIGITAL & COMMERICAL UPDATE BOPIS percentage of total digital sales customers used BOPIS in FY20 Q3 BOPIS Net Promotor Score vs. 49% in May (when service launched) BOPIS orders ready within 30 minutes

BED BATH & BEYOND 30 DIGITAL & COMMERICAL UPDATE Available on Bed Bath & Beyond.com and buybuyBABY.com 2 Marketplaces – Instacart.com and Shipt.com HarmonFaceValues.com added to Instacart 3-step checkout reduced time to place order Overhauled entire checkout journey Added new payment types of US households have access to Instacart and Shipt marketplaces increase in cart conversion rate YoY (Homepage)

BED BATH & BEYOND 31JANUARY 6, 2021 12/5/20 12/5/20 12/5/20 New digital customers visits, growing 50% YoY app downloads Increase in Net Promoter Score for digital YoY DIGITAL & COMMERICAL UPDATE

32BED BATH & BEYOND

BED BATH & BEYOND 33 OPERATIONS UPDATE ✓ Supply chain reformation ▪ Added secondary national carrier and several regional parcel delivery carriers to help alleviate COVID-related shipping constraints and additional freight cost pressures ▪ Continued to focus on health & safety of associates working fulfillment centers ✓ Optimizing real estate portfolio ▪ Store network optimization program: closure of ~200 underperforming Bed Bath & Beyond banner stores is well underway o Pace of targeted closings in fiscal 2020 has accelerated from ~70 to ~120 stores o Remain on track to complete full 200 store closure program during fiscal 2021 ▪ Store remodel program: advanced from initial prototype phase to active iteration within 10 stores in Houston markets o Highlighting destination categories including Bed, Bath, Kitchen and Store & Organization o Expect to complete proof-of-concept stage by end of February 2021; Next wave of renovations to include 130 to 150 stores in fiscal 2021 o Total investments of $250mn over the next 3 years in store remodels of >450 stores, representing 60% of revenue

BED BATH & BEYOND 34 BATH KITCHEN BEDDING HUB OPERATIONS UPDATE

BED BATH & BEYOND 35 • Represented 10% of total Company net sales in FY20 Q3 • Strong growth in digital, up 40%, representing >50% of total BABY sales • Enhanced digital experience with convenient payment options, including After Pay and Apple Pay; upgraded and relaunched BABY app in November 2020 • Gained nearly 2mn online customers YTD, +45%; >.5mn new online customers in FY20 Q3 • New omni-channel capabilities such as BOPIS/curbside services represented 13% of total BABY digital orders in FY20 Q3 • Top performing categories in Q3 include Toys, Playroom, Furniture and Apparel OPERATIONS UPDATE

36BED BATH & BEYOND

BED BATH & BEYOND 37 Q3 TOTAL ENTERPRISE SUMMARY (1) Cash flow generation includes cash flow from operations ($44mn) and cash flow from investing driven by proceeds from non-core banners and real estate monetization, net of capital expenditures ($200mn).

38BED BATH & BEYOND JANUARY 6, 2021

BED BATH & BEYOND 39 * The Company is presenting certain non-GAAP financial measures for its fiscal 2020 third quarter. In order for investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2019 periods in the reconciliation table above and that follow. (in thousands, except for share data) (unaudited) APPENDIX

BED BATH & BEYOND 40 * The Company is presenting certain non-GAAP financial measures for its fiscal 2020 third quarter. In order for investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2019 periods in the reconciliation table above and that follow. (in thousands, except for share data) (unaudited) APPENDIX

BED BATH & BEYOND 41 * The Company is presenting certain non-GAAP financial measures for its fiscal 2020 third quarter. In order for investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2019 periods in the reconciliation table above and that follow. (in thousands, except for share data) (unaudited) APPENDIX

BED BATH & BEYOND 42 (in thousands, except for share data) (unaudited) * The Company is presenting certain non-GAAP financial measures for its fiscal 2020 third quarter. In order for investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2019 periods in the reconciliation table above and that follow. APPENDIX

BED BATH & BEYOND 43 APPENDIX

XML

Document and Entity Information	Oct. 01, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 07, 2021
Entity Registrant Name	BED BATH & BEYOND INC
Entity Central Index Key	0000886158
Amendment Flag	false
Entity Incorporation, State or Country Code	NY
Entity File Number	0-20214
Entity Tax Identification Number	11-2250488
Entity Address, Address Line One	650 Liberty Avenue
Entity Address, City or Town	Union
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07083
City Area Code	908
Local Phone Number	688-0888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	BBBY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false