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 11, 2006

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State of incorporation)	(Commission	(I.R.S. Employer
	File Number)	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:

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

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

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

o Pre-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 11, 2007, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter ended March 3, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 The information in this Current Report on Form 8-K (including the exhibit attached hereto) that is being furnished under this 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 9.01Financial Statements and Exhibits

(d)Exhibits:

99.1Press Release issued by Bed Bath & Beyond Inc. on April 11, 2007.

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 11, 2007	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna
		Chief Financial Officer and
		Treasurer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on April 11, 2007.

3

EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC. REPORTS RESULTS FOR FISCAL YEAR

(FIFTY-THREE WEEKS) ENDED MARCH 3, 2007

·Earnings per Share of $.72 for Q4; $2.09 for Full Year, Including Q4 Non-Recurring $.07 Charge ($.79 for Q4; $2.15 for Full Year, Excluding Non-Recurring Charge)

·     Quarterly Comparable Store Sales Increase by 5.2%

·     15th Consecutive Year of Record Earnings Since 1992 IPO

UNION, New Jersey, April 11, 2007 — Bed Bath & Beyond Inc. today reported net earnings of $.72 per diluted share, including the previously announced fourth quarter non-recurring charge relating to Internal Revenue Code Section 409A, which resulted in approximately $.07 per diluted share, in the fiscal fourth quarter (fourteen weeks) ended March 3, 2007.  Excluding the non-recurring charge, net earnings were $.79 per diluted share in the fiscal fourth quarter of 2006, an increase of approximately 17.9% from the $.67 per diluted share earned in the fiscal fourth quarter of 2005 (thirteen weeks).  Net sales for the fiscal fourth quarter (fourteen weeks) ended March 3, 2007 were approximately $1.995 billion, an increase of approximately 18.4% from the fiscal fourth quarter (thirteen weeks) of 2005.  Comparable store sales for the fiscal fourth quarter of 2006 increased by approximately 5.2%, on top of an increase of approximately 6.3% in last year’s fiscal fourth quarter.

Net earnings for the fiscal year (fifty-three weeks) ended March 3, 2007 were $2.09 per diluted share, including the non-recurring charge relating to Internal Revenue Code Section 409A of approximately $.07 per diluted share.  Excluding the non-recurring charge, net earnings were $2.15 per diluted share for fiscal 2006, exceeding fiscal 2005 (fifty-two weeks) net earnings of $1.92 per diluted share by approximately 12.0%.  Fiscal 2006 was the 15th consecutive year of record earnings since the Company’s 1992 IPO.  Net sales for fiscal 2006 (fifty-three weeks) were approximately $6.617 billion, an increase of approximately 13.9% from the prior fiscal year (fifty-two weeks).  Comparable store sales for fiscal 2006 increased by approximately 4.9%, on top of an increase of approximately 4.6% in fiscal 2005.  Comparable store sales percentage increases are calculated based on an equivalent number of weeks for each quarter and annual period.

Effective December 20, 2006, the Board of Directors of Bed Bath & Beyond Inc. approved a $1 billion share repurchase program which authorized the Company to purchase shares of its common stock.  The Company intends to fund the program from present and expected future excess cash flows.  Through the end of fiscal 2006 (March 3, 2007), the Company repurchased approximately 7.5 million shares for an aggregate cost of approximately $300 million.

During the fiscal fourth quarter, the Company incurred a previously announced non-recurring charge primarily resulting from payments made to over 1,600 employees, excluding senior management, to protect them from certain potential adverse tax consequences arising pursuant to Internal Revenue Code Section 409A. This non-recurring pre-tax charge in the fiscal fourth quarter of 2006 was approximately $30 million, equivalent to approximately $.07 per diluted share.

As of March 3, 2007, the Company operated a total of 888 stores, including 815 Bed Bath & Beyond stores (20 of which were opened during the fiscal fourth quarter, including the first store in the state of Alaska), in 48 states, the District of Columbia and Puerto Rico.  In addition, as of March 3, 2007, Christmas Tree Shops, Inc. operated 34 stores in 8 states and Harmon Stores, Inc. operated 39 stores in 3 states (one of which was opened during the fiscal fourth quarter).  Consolidated store space as of March 3, 2007 was approximately 27.8 million square feet.

On March 22, 2007, subsequent to the end of fiscal 2006, Bed Bath & Beyond Inc. completed and announced the acquisition of buybuy BABY, a retailer of infant and toddler merchandise.  Since this acquisition occurred after the conclusion of fiscal 2006, it had no effect on Bed Bath & Beyond’s fiscal 2006 results.

Since the beginning of the current fiscal year on March 4, 2007, 1 additional Bed Bath & Beyond store has been opened, and 2 existing stores were relocated.  There are presently 816 Bed Bath & Beyond stores in operation, in 48 states, the District of Columbia and Puerto Rico.  In addition, a new Christmas Tree Shops store was opened in March.

As previously disclosed, the Company continues to cooperate with the informal inquiry of the Securities and Exchange Commission and the inquiry of the United States Attorney’s office for the District of New Jersey regarding the Company’s stock option grant practices.

* * * * * * * *

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is a nationwide chain of retail stores, operating under the names of Bed Bath & Beyond, Christmas Tree Shops, Harmon and buybuy BABY. The Company sells a wide assortment of merchandise principally including domestics merchandise and home furnishings as well as food, giftware, health and beauty care items and infant and toddler merchandise. Shares of Bed Bath & Beyond Inc. are traded on NASDAQ under the symbol “BBBY” and are included in the Standard & Poor’s 500 and Global 1200 Indices 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: changes in the retailing environment and consumer preferences and spending habits; demographics and other macro- economic factors that may impact the level of spending for the types of merchandise sold by the Company; general economic conditions; unusual weather patterns; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the cost of labor, merchandise and other costs and expenses; the ability to find suitable locations at acceptable occupancy costs to support the Company’s expansion program; and matters arising out of or related to the Company’s stock option grants and procedures and related matters, including the outcome of the informal inquiry commenced by the SEC, the possibility that the SEC may not agree with all of the special committee’s findings and recommendations and may require additional or different remediation, any other proceedings which may be brought against the Company by the SEC or other governmental agencies, any matters arising out of the inquiry commenced by the US Attorney for the District of New Jersey relating to the Company’s stock option grants, any tax implications relating to the Company’s stock option grants, the outcome of the shareholder derivative actions filed against certain of the Company’s officers and directors, and the possibility of other private litigation relating to such stock option grants and related matters. The Company does not undertake any obligation to update its forward-looking statements.

INVESTOR CONTACTS (at 908/688-0888):

Ronald Curwin	Ext: 4550
Kenneth C. Frankel	Ext: 4554
Paula J. Marbach	Ext: 4552

(Tables Follow)

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per share data)

	Three Months Ended				Twelve Months Ended
	March 3,		February 25,		March 3,		February 25,
	2007		2006		2007		2006
	(unaudited)		(unaudited)		(unaudited)
Net sales	$	1,994,987	$	1,685,279	$	6,617,429	$	5,809,562
Cost of sales	1,132,005		937,459		3,782,027		3,323,814
Gross profit	862,982		747,820		2,835,402		2,485,748
Selling, general and administrative expenses	553,087		442,903		1,946,001		1,606,577
Operating profit	309,895		304,917		889,401		879,171
Interest income	13,248		11,252		43,478		35,920
Earnings before provision for income taxes	323,143		316,169		932,879		915,091
Provision for income taxes	117,301		118,247		338,635		342,244
Net earnings	$	205,842	$	197,922	$	594,244	$	572,847
Net earnings per share—Basic	$	0.74	$	0.68	$	2.12	$	1.95
Net earnings per share—Diluted	$	0.72	$	0.67	$	2.09	$	1.92
Weighted average shares outstanding—Basic	279,079		289,683		280,199		293,899
Weighted average shares outstanding—Diluted	284,431		294,401		284,956		298,973

BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)

	March 3,		February 25,
	2007		2006
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	213,381	$	247,697
Short term investment securities	774,881		404,113
Merchandise inventories	1,505,800		1,301,720
Other current assets	204,552		118,415
Total current assets	2,698,614		2,071,945
Long term investment securities	102,692		393,862
Property and equipment, net	929,507		738,742
Other assets	228,491		177,591
	$3,959,304		$	3,382,140
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	615,156	$	534,910
Accrued expenses and other current liabilities	245,267		249,092
Merchandise credit and gift card liabilities	143,737		113,514
Income taxes payable	140,913		92,030
Total current liabilities	1,145,073		989,546
Deferred rent and other liabilities	165,080		130,144
Total liabilities	1,310,153		1,119,690
Total shareholders’ equity	2,649,151		2,262,450
	$3,959,304		$	3,382,140

BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)

	Twelve Months Ended
	March 3,			February 25,
	2007			2006
	(unaudited)
Cash Flows from Operating Activities:
Net earnings	$	594,244		$	572,847
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	132,955			111,111
Amortization of bond premium	3,532			3,172
Stock-based compensation	52,596			26,439
Excess tax benefit from stock-based compensation	6,691			20,011
Deferred income taxes	(56,191		)	(25,874		)
Increase in assets:
Merchandise inventories	(204,080		)	(149,692		)
Trading investment securities	(2,958		)	(423		)
Other current assets	(38,241		)	(23,543		)
Other assets	(695		)	(307		)
Increase (decrease) in liabilities:
Accounts payable	75,883			64,892
Accrued expenses and other current liabilities	9,784			(5,742		)
Merchandise credit and gift card liabilities	30,223			26,453
Income taxes payable	(9,459		)	10,666
Deferred rent and other liabilities	19,348			30,425
Net cash provided by operating activities	613,632			660,435
Cash Flows from Investing Activities:
Purchase of held-to-maturity investment securities	(124,125		)	(442,356		)
Redemption of held-to-maturity investment securities	309,818			331,565
Purchase of available-for-sale investment securities	(1,443,115		)	(1,524,835		)
Redemption of available-for-sale investment securities	1,177,250			1,788,450
Capital expenditures	(317,501		)	(220,394		)
Net cash used in investing activities	(397,673		)	(67,570		)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options	43,393			34,953
Excess tax benefit from stock-based compensation	14,001			2,682
Repurchase of common stock	(301,002		)	(598,244		)
Payment of deferred purchase price for acquisition	(6,667		)	(6,667		)
Net cash used in financing activities	(250,275		)	(567,276		)
Net (decrease) increase in cash and cash equivalents	(34,316		)	25,589
Cash and cash equivalents:
Beginning of period	247,697			222,108
End of period	$	213,381		$	247,697