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 25, 2014

 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))

Item 2.02 Results of Operations and Financial Condition

On June 25, 2014, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended May 31, 2014.  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 25, 2014.

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 25, 2014	By:	/s/ Susan E. Lattmann
		Susan E. Lattmann Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on June 25, 2014.

EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC. REPORTS RESULTS

FOR FISCAL FIRST QUARTER

· Net Earnings per Diluted Share of $.93

· Quarterly Net Sales Increase by Approximately 1.7%

· Quarterly Comparable Sales Increase by Approximately 0.4%

· Modeling Fiscal Second Quarter 2014 Net Earnings per Diluted Share of Approximately $1.08 to $1.16

· Continues to Model Fiscal 2014 Net Earnings per Diluted Share to Increase by a Mid-Single Digit Percentage

UNION, New Jersey, June 25, 2014 --- Bed Bath & Beyond Inc. today reported net earnings of $.93 per diluted share ($187.1 million) in the fiscal first quarter ended May 31, 2014, compared with net earnings for the fiscal first quarter of 2013 of $.93 per diluted share ($202.5 million).  Net sales for the fiscal first quarter of 2014 were approximately $2.657 billion, an increase of approximately 1.7% from net sales of approximately $2.612 billion reported in the fiscal first quarter of 2013.  Comparable sales in the fiscal first quarter of 2014 increased by approximately 0.4%, compared with an increase of approximately 3.4% in last year’s fiscal first quarter.

During the fiscal first quarter of 2014, the Company repurchased approximately $273 million of its common stock, representing approximately 4.2 million shares.  As of May 31, 2014, the remaining balance of the existing share repurchase program authorized in December 2012 was approximately $861 million.

The Company is modeling net earnings per diluted share to be approximately $1.08 to $1.16 for the fiscal second quarter of 2014 and, consistent with the prior estimate, to increase by a mid-single digit percentage for all of fiscal 2014.  The modeling of net earnings per diluted share is based upon a number of assumptions which will be described in the Company’s first quarter of fiscal 2014 conference call. Information regarding access to the call is available in the Investor Relations section of the Company’s website, www.bedbathandbeyond.com.

Cost Plus World Market was excluded from the comparable sales calculations through the end of the fiscal first half of 2013 and is included beginning with the fiscal third quarter of 2013.  Linen Holdings is excluded from the comparable sales calculations and will continue to be excluded on an ongoing basis because it represents non-retail activity.

As of May 31, 2014, the Company had a total of 1,500 stores, including 1,015 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 266 stores under the names of World Market, Cost Plus World Market or Cost Plus, 91 buybuy BABY stores, 78 stores under the names of Christmas Tree Shops, Christmas Trees Shops andThat! or andThat!, and 50 stores under the names of Harmon or Harmon Face Values.  During the fiscal first quarter, the Company opened two Bed Bath & Beyond stores, one buybuy Baby store, one andThat! store and one Cost Plus World Market store, as well as closed one Bed Bath & Beyond store.  Consolidated store space, net of openings and closings for all our concepts, as of May 31, 2014 was approximately 42.7 million square feet. Since the beginning of the fiscal second quarter of 2014 on June 1, 2014, one Bed Bath & Beyond store, one buybuy Baby store and two Cost Plus World Market stores have been opened.  In addition, the Company is a partner in a joint venture which operates five stores in the Mexico City market under the name Bed Bath & Beyond.

*   *   *    *    *    *    *    *

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is a retailer which operates under the names Bed Bath & Beyond, Christmas Tree Shops, Christmas Tree Shops andThat! or andThat!, Harmon or Harmon Face Values, buybuy BABY and World Market, Cost Plus World Market or Cost Plus. Customers can purchase products from the Company either in store, online or through a mobile device. The Company has the developing ability to have customer purchases picked up in store or shipped direct to the customer from the Company’s distribution facilities, stores or vendors. The Company also operates Linen Holdings, a provider of a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, food service, healthcare and other industries.  The Company is also a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.  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.  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; the ability to assess and implement technologies in support of the Company’s development of its omnichannel capabilities; uncertainty in financial markets; disruptions to the Company’s information technology systems including but not limited to security breaches of systems protecting consumer and employee information; reputational risk arising from challenges to the Company’s or a third party supplier’s compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; 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

Susan E. Lattmann (908) 855-4120

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	May 31,		June 1,
	2014		2013
Net sales	$	2,656,698	$	2,612,140
Cost of sales		1,625,813		1,579,169
Gross profit		1,030,885		1,032,971
Selling, general and administrative expenses		730,184		709,870
Operating profit		300,701		323,101
Interest expense, net		2,094		225
Earnings before provision for income taxes		298,607		322,876
Provision for income taxes		111,555		120,386
Net earnings	$	187,052	$	202,490
Net earnings per share - Basic	$	0.94	$	0.94
Net earnings per share - Diluted	$	0.93	$	0.93
Weighted average shares outstanding - Basic		199,619		215,451
Weighted average shares outstanding - Diluted		202,096		218,335

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, unaudited)

	May 31,		June 1,
	2014		2013
Assets
Current assets:
Cash and cash equivalents	$	536,568	$	439,850
Short term investment securities		176,242		481,804
Merchandise inventories		2,699,722		2,540,723
Other current assets		422,717		412,772
Total current assets		3,835,249		3,875,149
Long term investment securities		89,746		80,868
Property and equipment, net		1,559,880		1,469,757
Goodwill		486,279		486,279
Other assets		391,174		400,595
	$	6,362,328	$	6,312,648
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	1,108,449	$	977,297
Accrued expenses and other current liabilities		369,039		367,116
Merchandise credit and gift card liabilities		290,055		262,945
Current income taxes payable		120,039		126,750
Total current liabilities		1,887,582		1,734,108
Deferred rent and other liabilities		489,334		493,674
Income taxes payable		91,065		79,815
Total liabilities		2,467,981		2,307,597
Total shareholders' equity		3,894,347		4,005,051
	$	6,362,328	$	6,312,648

BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, unaudited)

		Three Months Ended
			May 31,			June 1,
			2014			2013
Cash Flows from Operating Activities:
	Net earnings		$	187,052		$	202,490
	Adjustments to reconcile net earnings to net cash
	provided by operating activities:
	Depreciation			58,371			52,697
	Stock-based compensation			18,162			14,803
	Tax benefit from stock-based compensation			5,913			10,213
	Deferred income taxes			(21,855	)		(17,229	)
	Other			(298	)		(302	)
	Increase in assets, net of effect of acquisitions:
	Merchandise inventories			(120,766	)		(74,509	)
	Trading investment securities			(2,293	)		(3,911	)
	Other current assets			(22,331	)		(24,518	)
	Other assets			(1,780	)		(3,898	)
	Increase (decrease) in liabilities, net of effect of acquisitions:
	Accounts payable			33,712			73,497
	Accrued expenses and other current liabilities			(13,444	)		(22,018	)
	Merchandise credit and gift card liabilities			5,839			11,464
	Income taxes payable			58,192			49,151
	Deferred rent and other liabilities			2,456			4,566
	Net cash provided by operating activities			186,930			272,496
Cash Flows from Investing Activities:
	Purchase of held-to-maturity investment securities			(39,369	)		(369,268	)
	Redemption of held-to-maturity investment securities			352,500			337,500
	Capital expenditures			(67,918	)		(64,966	)
	Net cash provided by (used in) investing activities			245,213			(96,734	)
Cash Flows from Financing Activities:
	Proceeds from exercise of stock options			9,705			22,469
	Excess tax benefit from stock-based compensation			1,087			1,084
	Repurchase of common stock, including fees			(272,883	)		(324,436	)
	Net cash used in financing activities			(262,091	)		(300,883	)
	Net increase (decrease) in cash and cash equivalents			170,052			(125,121	)
Cash and cash equivalents:
	Beginning of period			366,516			564,971
	End of period		$	536,568		$	439,850