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) June 23, 2010

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:

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 June 23, 2010, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended May 29, 2010.  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) 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 9.01Financial Statements and Exhibits

(d)Exhibits:

99.1Press Release issued by Bed Bath & Beyond Inc. on June 23, 2010.

2

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: June 23, 2010	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on June 23, 2010.

4

EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC. REPORTS RESULTS FOR

FISCAL FIRST QUARTER

· Net Earnings per Diluted Share of $.52

· Quarterly Comparable Store Sales Increase by 8.4%

· Quarterly Net Sales Increase by 13.5%

UNION, New Jersey, June 23, 2010 — Bed Bath & Beyond Inc. today reported net earnings of $.52 per diluted share ($137.6 million) in the fiscal first quarter ended May 29, 2010, an increase of approximately 53% versus net earnings of $.34 per diluted share ($87.2 million) in the same quarter a year ago.  Net sales for the fiscal first quarter of 2010 were approximately $1.923 billion, an increase of approximately 13.5% from net sales of approximately $1.694 billion reported in the fiscal first quarter of 2009.  Comparable store sales in the fiscal first quarter of 2010 increased by approximately 8.4%, compared with a decrease of approximately 1.6% in last year’s fiscal first quarter.

For the fiscal second quarter of 2010, the Company is modeling net earnings per diluted share to be approximately $.59 to $.63.  For fiscal 2010, the Company is modeling net earnings per diluted share to increase by approximately 15%.

As of May 29, 2010, the Company had a total of 1,104 stores, including 967 Bed Bath & Beyond stores in 49 states, the District of Columbia, Puerto Rico and Canada, 61 Christmas Tree Shops stores, 31 buybuy BABY stores and 45 stores under the names of Harmon or Harmon Face Values.  During the fiscal first quarter, the Company opened two Bed Bath & Beyond stores and two buybuy BABY stores. Consolidated store space as of May 29, 2010 was approximately 33.9 million square feet. Since the beginning of the second quarter of fiscal 2010 on May 30, 2010, one additional Bed Bath & Beyond store has been opened.  In addition, the Company is a partner in a joint venture which operates two stores in the Mexico City market under the name “Home & More.”

*   *   *    *    *    *    *    *

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is a chain of retail stores, operating under the names of Bed Bath & Beyond, Christmas Tree Shops, Harmon, Harmon Face Values and buybuy BABY.  In addition, the Company is a partner in a joint venture which operates retail stores in Mexico under the name “Home & More.”  The Company sells a wide assortment of domestics merchandise and home furnishings, which include 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 and 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: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment, consumer preferences and 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 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; the impact of failed auctions for auction rate securities held by the Company; and matters arising out of or related to the Company’s stock option grants and procedures and related matters, including any tax implications relating to the Company’s stock option grants.  The Company does not undertake any obligation to update its forward-looking statements.

INVESTOR CONTACTS:

Kenneth C. Frankel	(908) 855-4554
Eugene A. Castagna	(908) 855-4110

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	May 29,		May 30,
	2010		2009
Net sales	$	1,923,051	$	1,694,340
Cost of sales	1,148,015		1,027,522
Gross profit	775,036		666,818
Selling, general and administrative expenses	549,642		524,514
Operating profit	225,394		142,304
Interest income	516		1,767
Earnings before provision for income taxes	225,910		144,071
Provision for income taxes	88,357		56,899
Net earnings	$	137,553	$	87,172
Net earnings per share - Basic	$	0.53	$	0.34
Net earnings per share - Diluted	$	0.52	$	0.34
Weighted average shares outstanding - Basic	259,400		256,942
Weighted average shares outstanding - Diluted	263,638		258,764

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, unaudited)

	May 29,		May 30,
	2010		2009
Assets
Current assets:
Cash and cash equivalents	$	1,083,985	$	855,434
Short term investment securities	560,174		2,000
Merchandise inventories	1,846,140		1,703,819
Other current assets	292,054		272,681
Total current assets	3,782,353		2,833,934
Long term investment securities	133,835		216,196
Property and equipment, net	1,103,367		1,120,393
Other assets	341,471		335,531
	$	5,361,026	$	4,506,054
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	678,685	$	603,402
Accrued expenses and other current liabilities	271,193		247,256
Merchandise credit and gift card liabilities	175,404		160,629
Current income taxes payable	89,400		55,361
Total current liabilities	1,214,682		1,066,648
Deferred rent and other liabilities	257,312		232,790
Income taxes payable	105,813		96,264
Total liabilities	1,577,807		1,395,702
Total shareholders’ equity	3,783,219		3,110,352
	$	5,361,026	$	4,506,054

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Three Months Ended
	May 29,			May 30,
	2010			2009
Cash Flows from Operating Activities:
Net earnings	$	137,553		$	87,172
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	45,013			44,779
Stock-based compensation	11,836			11,010
Tax benefit from stock-based compensation	(2,679		)	(55		)
Deferred income taxes	(1,303		)	(5,081		)
Other	(304		)	54
(Increase) decrease in assets:
Merchandise inventories	(86,437		)	(61,480		)
Trading investment securities	(1,139		)	(2,439		)
Other current assets	(19,122		)	(16,998		)
Other assets	128			170
Increase (decrease) in liabilities:
Accounts payable	77,767			98,819
Accrued expenses and other current liabilities	(10,681		)	2,220
Merchandise credit and gift card liabilities	2,600			(4,992		)
Income taxes payable	7,957			34,856
Deferred rent and other liabilities	11,094			6,274
Net cash provided by operating activities	172,283			194,309
Cash Flows from Investing Activities:
Purchase of held-to-maturity investment securities	(377,860		)	—
Redemption of held-to-maturity investment securities	217,520			—
Redemption of available-for-sale investment securities	30,850			7,600
Capital expenditures	(39,032		)	(26,588		)
Net cash used in investing activities	(168,522		)	(18,988		)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options	68,364			23,303
Excess tax benefit from stock-based compensation	962			1,712
Repurchase of common stock, including fees	(85,202		)	(13,111		)
Net cash (used in) provided by financing activities	(15,876		)	11,904
Net (decrease) increase in cash and cash equivalents	(12,115		)	187,225
Cash and cash equivalents:
Beginning of period	1,096,100			668,209
End of period	$	1,083,985		$	855,434