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 26, 2013

 BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	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:

[  ] 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))

Item 2.02 Results of Operations and Financial Condition

On June 26, 2013, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended June 1, 2013.  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 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1   Press Release issued by Bed Bath & Beyond Inc. on June 26, 2013.

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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 26, 2013	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

________________________________

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on June 26, 2013.

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EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC. REPORTS RESULTS

FOR FISCAL FIRST QUARTER

·   Net Earnings per Diluted Share of $.93

·   Quarterly Comparable Store Sales Increase by Approximately 3.4%

·   Quarterly Net Sales Increase by Approximately 17.8%

·   Modeling Fiscal Second Quarter 2013 Net Earnings per Diluted Share of Approximately $1.11 to $1.16

·   Modeling Fiscal 2013 (Fifty-Two Weeks) Net Earnings per Diluted Share to be Approximately $4.84 to $5.01, Consistent with Prior Estimate

UNION, New Jersey, June 26, 2013 --- Bed Bath & Beyond Inc. today reported net earnings of $.93 per diluted share ($202.5 million) in the fiscal first quarter ended June 1, 2013, an increase of approximately 4.5% versus net earnings of $.89 per diluted share ($206.8 million) in the same quarter a year ago.  Net earnings per diluted share for the fiscal first quarter of 2013 included $.01 ($2.6 million) of distinct net tax benefits as compared to $.06 ($14.6 million) of distinct net tax benefits in the fiscal first quarter of 2012.  Net sales for the fiscal first quarter of 2013 were approximately $2.612 billion, an increase of approximately 17.8% from net sales of approximately $2.218 billion reported in the fiscal first quarter of 2012.  Comparable store sales in the fiscal first quarter of 2013 increased by approximately 3.4%, compared with an increase of approximately 3.0% in last year’s fiscal first quarter.

During the fiscal first quarter of 2013, the Company repurchased approximately $324 million of its common stock, representing approximately 5.0 million shares.  As of June 1, 2013, the remaining balance of the existing share repurchase program authorized in December 2012 was approximately $2.1 billion.

The Company is modeling net earnings per diluted share to be approximately $1.11 to $1.16 for the fiscal second quarter of 2013 and, consistent with the prior estimate, to be approximately $4.84 to $5.01 for the full year, which will include Cost Plus, Inc. (“World Market”) and Linen Holdings for all of fiscal 2013.  The modeling of net earnings per diluted share is based upon a number of planning assumptions which will be described in the Company’s first quarter of fiscal 2013 conference call. Information regarding access to the call is available in the Investor Relations section of the Company’s website, www.bedbathandbeyond.com.

The accompanying consolidated financial information for fiscal 2013 includes the accounts of Linen Holdings and World Market from the beginning of the fiscal year and for fiscal 2012, includes the accounts of Linen Holdings since the date of its acquisition on June 1, 2012 and World Market since the date of its acquisition on June 29, 2012.  Linen Holdings is excluded from the comparable store sales calculations and will continue to be excluded on an ongoing basis as long as it does not meet the Company’s definition of comparable store sales.  World Market is excluded from the comparable store sales calculations for the fiscal first quarter of 2013 and will be included at the beginning of the fiscal third quarter of 2013.

As of June 1, 2013, the Company had a total of 1,478 stores, including 1,008 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 266 stores under the names of World Market or Cost Plus World Market, 83 buybuy BABY stores, 73 stores under the names of Christmas Tree Shops or andThat!, and 48 stores under the names of Harmon or Harmon Face Values.  During the fiscal first quarter, the Company opened four Bed Bath & Beyond stores, two World Market stores, one buybuy BABY store and one Harmon Face Values store and closed one Christmas Tree Shops store. Consolidated store space as of June 1, 2013 was approximately 42.2 million square feet. Since the beginning of the fiscal second quarter of 2013 on June 2, 2013, one buybuy BABY store has been opened.  In addition, the Company is a partner in a joint venture which operates three stores in the Mexico City market under the name Bed Bath & Beyond.

*   *   *    *    *    *    *    *

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) operates a chain of retail stores under the names of Bed Bath & Beyond, World Market, Cost Plus World Market, Christmas Tree Shops, andThat!, Harmon, Harmon Face Values and buybuy BABY.  The Company is also a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.  Through its retail stores, the Company sells a wide assortment of domestics merchandise and home furnishings.  Domestics merchandise includes categories such as bed linens and related items, bath items and kitchen textiles.  Home furnishings include categories such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings, consumables and certain juvenile products.  Additionally, the Company includes Linen Holdings, a distributor of a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, food service, healthcare and other industries.  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, approximate, estimate, assume, continue, model, 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. 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; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s expansion program; uncertainty in financial markets; disruptions to the Company’s information technology systems including but not limited to security breaches of the Company’s systems protecting consumer and employee information; reputational risk arising from the acts of third parties; changes to statutory, regulatory and legal requirements; new, or developments in existing, litigation, claims or assessments; changes to, or new, tax laws or interpretation of existing tax laws; changes to, or new, accounting standards including, without limitation, changes to lease accounting standards; and the integration of acquired businesses.  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
	June 1,			May 26,
	2013			2012
Net sales	$	2,612,140		$	2,218,292
Cost of sales		1,579,169			1,331,093
Gross profit		1,032,971			887,199
Selling, general and administrative expenses		709,870			573,801
Operating profit		323,101			313,398
Interest expense, net		(225	)		(1,056	)
Earnings before provision for income taxes		322,876			312,342
Provision for income taxes		120,386			105,506
Net earnings	$	202,490		$	206,836
Net earnings per share - Basic	$	0.94		$	0.90
Net earnings per share - Diluted	$	0.93		$	0.89
Weighted average shares outstanding - Basic		215,451			229,086
Weighted average shares outstanding - Diluted		218,335			232,683

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, unaudited)

	June 1,		May 26,
	2013		2012
Assets
Current assets:
Cash and cash equivalents	$	439,850	$	1,075,184
Short term investment securities		481,804		611,325
Merchandise inventories		2,540,723		2,202,846
Other current assets		412,772		310,478
Total current assets		3,875,149		4,199,833
Long term investment securities		80,868		94,761
Property and equipment, net		1,469,757		1,220,245
Goodwill		486,279		198,749
Other assets		400,595		110,744
	$	6,312,648	$	5,824,332
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	977,297	$	866,253
Accrued expenses and other current liabilities		367,116		319,851
Merchandise credit and gift card liabilities		262,945		223,328
Current income taxes payable		126,750		103,042
Total current liabilities		1,734,108		1,512,474
Deferred rent and other liabilities		493,674		341,073
Income taxes payable		79,815		96,216
Total liabilities		2,307,597		1,949,763
Total shareholders' equity		4,005,051		3,874,569
	$	6,312,648	$	5,824,332

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Three Months Ended
	June 1,			May 26,
	2013			2012
Cash Flows from Operating Activities:
Net earnings	$	202,490		$	206,836
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation		52,697			43,410
Stock-based compensation		14,803			12,829
Tax benefit from stock-based compensation		10,213			11,445
Deferred income taxes		(17,229	)		(10,558	)
Other		(302	)		(277	)
Increase in assets, net of effect of acquisitions:
Merchandise inventories		(74,509	)		(130,956	)
Trading investment securities		(3,911	)		(366	)
Other current assets		(24,518	)		(8,268	)
Other assets		(3,898	)		(2,190	)
Increase (decrease) in liabilities, net of effect of acquisitions:
Accounts payable		73,497			119,886
Accrued expenses and other current liabilities		(22,018	)		(12,346	)
Merchandise credit and gift card liabilities		11,464			13,682
Income taxes payable		49,151			27,390
Deferred rent and other liabilities		4,566			1,845
Net cash provided by operating activities		272,496			272,362
Cash Flows from Investing Activities:
Purchase of held-to-maturity investment securities		(369,268	)		(281,130	)
Redemption of held-to-maturity investment securities		337,500			421,875
Redemption of available-for-sale investment securities		-			6,475
Capital expenditures		(64,966	)		(70,788	)
Net cash (used in) provided by investing activities		(96,734	)		76,432
Cash Flows from Financing Activities:
Proceeds from exercise of stock options		22,469			26,140
Excess tax benefit from stock-based compensation		1,084			3,360
Repurchase of common stock, including fees		(324,436	)		(306,276	)
Net cash used in financing activities		(300,883	)		(276,776	)
Net (decrease) increase in cash and cash equivalents		(125,121	)		72,018
Cash and cash equivalents:
Beginning of period		564,971			1,003,166
End of period	$	439,850		$	1,075,184