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)                APRIL 6, 2005

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State 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:

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

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

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

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

Item 2.02Results of Operations and Financial Condition

On April 6, 2005, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter and fiscal year ended February 26, 2005.  A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished under Item 2.02 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
	(c)	Exhibits:
		99.1     Press Release issued by Bed Bath & Beyond Inc. on April 6, 2005.

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 hereunto duly authorized.

			BED BATH & BEYOND INC.
			(Registrant)
Date: April 6, 2005	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna
		Vice President — Finance and Assistant Treasurer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on April 6, 2005.

3

EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC. REPORTS NET EARNINGS INCREASE OF 25.5% IN FISCAL FOURTH QUARTER, 26.4% FOR FISCAL YEAR

•Net earnings per share $.59 for quarter, $1.65 for year

•13^th Consecutive Year of Record Earnings Since 1992 IPO

•Quarterly Net Sales Increase by 13.1%, Comparable Quarterly Store Sales by 5.1%

UNION, New Jersey, April 6, 2005 --- Bed Bath & Beyond Inc. today reported net earnings of $181.0 million ($.59 per share) in the fiscal fourth quarter of 2004 ended February 26, 2005, an increase of approximately 25.5% from the $144.2 million ($.47 per share) earned in the fiscal fourth quarter of 2003.  Net sales for the fiscal fourth quarter of 2004 were approximately $1.5 billion, an increase of approximately 13.1% from the fiscal fourth quarter of 2003.  Comparable store sales for the fiscal fourth quarter of 2004 increased by approximately 5.1%, on top of an increase of approximately 8.1% in last year’s fiscal fourth quarter.

Net earnings for fiscal 2004 totaled $505.0 million ($1.65 per share), exceeding fiscal 2003 net earnings of $399.5 million ($1.31 per share) by approximately 26.4%.  Fiscal 2004 was the 13^th consecutive year of record earnings since the Company’s 1992 IPO.  Net sales for fiscal 2004 were approximately $5.1 billion, an increase of approximately 15.0% from the prior fiscal year.  Comparable store sales for fiscal 2004 increased by approximately 4.5% on top of an increase of approximately 6.3% in fiscal 2003.

As previously announced, during the fiscal fourth quarter of 2004, the Company completed its $350 million share repurchase program, announced on December 15, 2004.  The number of shares repurchased under this program was approximately 8.8 million.

The accompanying consolidated financial information includes the accounts of Christmas Tree Shops, Inc. since June 19, 2003 (date of acquisition) and those of Harmon Stores, Inc. (acquired in 2002).

As of February 26, 2005, the Company operated a total of 721 stores including 660 Bed Bath & Beyond stores (20 of which were opened during the fiscal fourth quarter) in 44 states and Puerto Rico.  In addition, as of that date, Christmas Tree Shops, Inc. operated 26 stores in 7 states, and Harmon Stores, Inc. operated 35 stores in 3 states (3 of which were opened during the fiscal fourth quarter).  Consolidated store space as of February 26, 2005 was approximately 22.9 million square feet.

Since the beginning of the current fiscal year on February 27, 2005, 3 new Bed Bath & Beyond stores have been opened, bringing the total number of Bed Bath & Beyond stores now in operation to 663 in 44 states and Puerto Rico.

*    *    *    *    *    *    *    *    *

Bed Bath & Beyond Inc. is a nationwide chain of retail stores.  The Company’s Bed Bath & Beyond stores sell better quality domestics merchandise and home furnishings.  The Company’s Christmas Tree Shops and Harmon Stores sell giftware and household items and health and beauty care items, respectively.  Shares of Bed Bath & Beyond Inc. are traded on NASDAQ under the symbol “BBBY” and are included in the Standard & Poor’s 500 Index and the NASDAQ-100 Index.  The Company is counted among the Fortune 500 and the Forbes 2000.

This press release may contain forward-looking statements.  Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, estimate, assume, continue, project, plan, and similar words and phrases.  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 that may be outside the Company’s control.  Such factors include, without limitation: general economic conditions, changes in the retailing environment and consumer spending habits; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; unusual weather patterns; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the ability to find suitable locations at reasonable occupancy costs to support the Company’s expansion program; and the cost of labor, merchandise and other costs and expenses.  The Company does not undertake any obligation to update its forward-looking statements.

INVESTOR CONTACTS (at 908/688-0888):

Ronald Curwin	Kenneth C. Frankel	Paula J. Marbach
Chief Financial Officer	Director of Financial	Investor Relations
and Treasurer	Planning	Ext. 4552
Ext. 4550	Ext. 4554	Fax: 908-810-8813

(Tables Follow)

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per share data)

	Three Months Ended				Twelve Months Ended
	February 26, 2005		February 28, 2004		February 26, 2005		February 28, 2004
	(unaudited)		(unaudited)		(unaudited)
Net sales	$	1,467,646	$	1,297,928	$	5,147,678	$	4,477,981
Cost of sales	817,100		734,576		2,961,377		2,601,317
Gross profit	650,546		563,352		2,186,301		1,876,664
Selling, general and administrative expenses	366,925		331,785		1,393,887		1,237,321
Operating profit	283,621		231,567		792,414		639,343
Interest income	7,110		2,983		18,773		10,202
Earnings before provision for income taxes	290,731		234,550		811,187		649,545
Provision for income taxes	109,751		90,302		306,223		250,075
Net earnings	$	180,980	$	144,248	$	504,964	$	399,470
Net earnings per share - Basic	$	0.60	$	0.48	$	1.68	$	1.35
Net earnings per share - Diluted	$	0.59	$	0.47	$	1.65	$	1.31
Weighted average shares outstanding - Basic	300,366		299,363		300,743		296,854
Weighted average shares outstanding - Diluted	305,931		306,394		306,642		304,690

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)

	February 26, 2005		February 28, 2004 (1)
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	222,108	$	294,500
Short term investment securities	629,339		572,095
Merchandise inventories	1,152,028		1,012,334
Other current assets	93,527		90,357
Total current assets	2,097,002		1,969,286
Long term investment securities	324,209		210,788
Property and equipment, net	609,631		516,164
Goodwill	147,559		147,269
Other assets	21,578		21,516
	$	3,199,979	$		2,865,023
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	450,525	$	398,650
Accrued expenses and other current liabilities	254,643		273,851
Merchandise credit and gift card liabilities	87,061		63,188
Income taxes payable	81,364		33,845
Total current liabilities	873,593		769,534
Deferred rent and other liabilities	122,624		104,669
Total liabilities	996,217		874,203
Total shareholders’ equity	2,203,762		1,990,820
	$	3,199,979	$	2,865,023

(1) Reflects the classification of investments in auction rate securities as investments rather than as cash and cash equivalents to conform with current presentation.

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

	Twelve Months Ended
	February 26, 2005			February 28, 2004 (1)
	(unaudited)
Cash Flows from Operating Activities:
Net earnings	$	504,964		$	399,470
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	97,491			84,645
Amortization of bond premium	1,657			1,185
Tax benefit from exercise of stock options	27,049			64,832
Deferred income taxes	4,056			(3,061		)
(Increase) decrease in assets, net of effect of acquisition:
Merchandise inventories	(139,694		)	(27,058		)
Other current assets	(7,350		)	(2,055		)
Other assets	(145		)	5,466
Increase (decrease) in liabilities, net of effect of acquisition:
Accounts payable	51,875			19,341
Accrued expenses and other current liabilities	(12,733		)	17,622
Merchandise credit and gift card liabilities	23,873			19,006
Income taxes payable	47,519			(37,993		)
Deferred rent and other liabilities	17,827			7,042
Net cash provided by operating activities	616,389			548,442
Cash Flows from Investing Activities:
Purchase of held-to-maturity investment securities	(484,793		)	(325,663		)
Redemption of held-to-maturity investment securities	122,349			357,020
Purchase of available-for-sale investment securities	(2,414,778		)	(1,997,804		)
Redemption of available-for-sale investment securities	2,604,900			1,567,700
Payment for acquisition, net of cash acquired	—			(175,487		)
Capital expenditures	(190,721		)	(112,999		)
Net cash used in investing activities	(363,043		)	(687,233		)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options	31,080			74,597
Repurchase of common stock, including fees	(350,151		)	—
Payment of deferred purchase price for acquisition	(6,667		)	—
Prepayment of acquired debt	—			(21,215		)
Net cash (used in) provided by financing activities	(325,738		)	53,382
Net decrease in cash and cash equivalents	(72,392		)	(85,409		)
Cash and cash equivalents:
Beginning of period	294,500			379,909
End of period	$	222,108		$	294,500

(1) Reflects the classification of investments in auction rate securities as investments rather than as cash and cash equivalents to conform with current presentation.