10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________ 

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended August 27, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________

 Commission File Number 0-20214

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	11-2250488
(State of incorporation)	(IRS Employer Identification No.)

650 Liberty Avenue, Union, New Jersey 07083

(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (908) 688-0888

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	BBBY	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the issuer's Common Stock:

Class	Outstanding at August 27, 2022
Common Stock - $0.01 par value	80,362,695

BED BATH & BEYOND INC. AND SUBSIDIARIES

INDEX 

PART I - FINANCIAL INFORMATION
	Item 1.		Financial Statements (unaudited)
		Consolidated Balance Sheets as of August 27, 2022 and February 26, 2022		3
		Consolidated Statements of Operations for the three and six months ended August 27, 2022 and August 28, 2021		4
		Consolidated Statements of Comprehensive Loss for the three and six months ended August 27, 2022 and August 28, 2021		5
		Consolidated Statements of Shareholders' (Deficit) Equity for the three and six months ended August 27, 2022 and August 28, 2021		6
		Consolidated Statements of Cash Flows for the three and six months ended August 27, 2022 and August 28, 2021		8
		Notes to Consolidated Financial Statements		9
	Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.		Quantitative and Qualitative Disclosures about Market Risk	35
	Item 4.		Controls and Procedures	36
PART II - OTHER INFORMATION
	Item 1.		Legal Proceedings	37
	Item 1A.		Risk Factors	38
	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	40
	Item 5.		Other Information	41
	Item 6.		Exhibits	42
	Signatures			43

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

	August 27, 2022		February 26, 2022
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	135,270	$	439,496
Merchandise inventories	1,576,270		1,725,410
Prepaid expenses and other current assets	192,615		198,248
Total current assets	1,904,155		2,363,154
Long-term investment securities	20,228		19,212
Property and equipment, net	1,121,203		1,027,387
Operating lease assets	1,469,076		1,562,857
Other assets	151,977		157,962
Total assets	$	4,666,639	$	5,130,572
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	783,681	$	872,445
Accrued expenses and other current liabilities	394,268		529,371
Merchandise credit and gift card liabilities	328,089		326,465
Current operating lease liabilities	322,430		346,506
Total current liabilities	1,828,468		2,074,787
Other liabilities	114,259		102,438
Operating lease liabilities	1,479,456		1,508,002
Income taxes payable	92,146		91,424
Long-term debt	1,729,964		1,179,776
Total liabilities	5,244,293		4,956,427
Shareholders' (deficit) equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding	—		—
Common stock - $0.01 par value; authorized - 900,000 shares; issued 345,053 and 344,146, respectively; outstanding 80,363 and 81,979 shares, respectively	3,450		3,441
Additional paid-in capital	2,253,039		2,235,894
Retained earnings	8,942,368		9,666,091
Treasury stock, at cost; 264,691 and 262,167 shares, respectively	(11,728,514)		(11,685,267)
Accumulated other comprehensive loss	(47,997)		(46,014)
Total shareholders' (deficit) equity	(577,654)		174,145
Total liabilities and shareholders' (deficit) equity	$	4,666,639	$	5,130,572

 See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended				Six Months Ended
	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Net sales	$	1,437,018	$	1,984,696	$	2,900,436	$	3,938,508
Cost of sales	1,038,756		1,383,627		2,152,862		2,703,745
Gross profit	398,262		601,069		747,574		1,234,763
Selling, general and administrative expenses	634,877		652,972		1,272,385		1,311,734
Impairments	55,518		7,584		82,217		16,713
Restructuring and transformation initiative expenses	54,069		24,495		78,332		58,181
Loss on sale of businesses	—		132		—		4,121
Operating loss	(346,202)		(84,114)		(685,360)		(155,986)
Interest expense, net	18,603		16,121		35,051		32,121
Loss on extinguishment of debt	—		111		—		376
Loss before provision (benefit) for income taxes	(364,805)		(100,346)		(720,411)		(188,483)
Provision (benefit) for income taxes	1,354		(27,131)		3,414		(64,394)
Net loss	$	(366,159)	$	(73,215)	$	(723,825)	$	(124,089)
Net loss per share - Basic	$	(4.59)	$	(0.72)	$	(9.09)	$	(1.19)
Net loss per share - Diluted	$	(4.59)	$	(0.72)	$	(9.09)	$	(1.19)
Weighted average shares outstanding - Basic	79,706		101,951		79,659		104,361
Weighted average shares outstanding - Diluted	79,706		101,951		79,659		104,361

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

(in thousands, unaudited)

	Three Months Ended				Six Months Ended
	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Net loss	$	(366,159)	$	(73,215)	$	(723,825)	$	(124,089)
Other comprehensive (loss) income:
Change in temporary impairment of auction rate securities, net of tax	796		24		567		(40)
Pension adjustment, net of tax	—		224		—		224
Currency translation adjustment	(1,436)		(8,707)		(2,550)		2,137
Other comprehensive (loss) income	(640)		(8,459)		(1,983)		2,321
Comprehensive loss	$	(366,799)	$	(81,674)	$	(725,808)	$	(121,768)

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' (Deficit) Equity

(in thousands, unaudited)

	Three Months Ended August 27, 2022
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at May 28, 2022	344,621	$	3,446	$	2,243,378	$	9,308,530	(264,663)	$	(11,728,295)	$	(47,357)	$	(220,298)
Net loss	—	—		—		(366,159)		—	—		—		(366,159)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(640)		(640)
Dividends forfeited	—	—		—		(3)		—	—		—		(3)
Issuance of restricted shares, net	367	3		(3)		—		—	—		—		—
Vesting of restricted stock units	65	1		(1)		—		—	—		—		—
Stock-based compensation expense, net	—	—		9,665		—		—	—		—		9,665
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	—	—		—		—		—	—		—		—
Repurchase of common stock, including fees	—	—		—		—		(28)	(219)		—		(219)
Balance at August 27, 2022	345,053	$	3,450	$	2,253,039	$	8,942,368	(264,691)	$	(11,728,514)	$	(47,997)	$	(577,654)

	Six Months Ended August 27, 2022
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at February 26, 2022	344,146	$	3,441	$	2,235,894	$	9,666,091	(262,167)	$	(11,685,267)	$	(46,014)	$	174,145
Net loss	—	—		—		(723,825)		—	—		—		(723,825)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(1,983)		(1,983)
Dividends forfeited	—	—		—		102		—	—		—		102
Issuance of restricted shares, net	329	3		(3)		—		—	—		—		—
Vesting of restricted stock units	567	6		(6)		—		—	—		—		—
Stock-based compensation expense, net	—	—		17,009		—		—	—		—		17,009
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	11	—		145		—		—	—		—		145
Repurchase of common stock, including fees	—	—		—		—		(2,524)	(43,247)		—		(43,247)
Balance at August 27, 2022	345,053	$	3,450	$	2,253,039	$	8,942,368	(264,691)	$	(11,728,514)	$	(47,997)	$	(577,654)

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' (Deficit) Equity

(in thousands, unaudited)

	Three Months Ended August 28, 2021
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at May 29, 2021	343,570	$	3,435	$	2,208,052	$	10,174,656	(239,057)	$	(11,234,529)	$	(44,820)	$	1,106,794
Net loss	—	—		—		(73,215)		—	—		—		(73,215)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(8,459)		(8,459)
Dividends forfeited	—	—		—		81		—	—		—		81
Issuance of restricted shares, net	26	1		(1)		—		—	—		—		—
Vesting of restricted stock units	—	—		—		—		—	—		—		—
Stock-based compensation expense, net	—	—		10,349		—		—	—		—		10,349
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	—	—		—		—		—	—		—		—
Repurchase of common stock, including fees	—	—		—		—		(3,479)	(101,316)		—		(101,316)
Balance at August 28, 2021	343,596	$	3,436	$	2,218,400	$	10,101,522	(242,536)	$	(11,335,845)	$	(53,279)	$	934,234

	Six Months Ended August 28, 2021
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at February 27, 2021	343,241	$	3,432	$	2,152,135	$	10,225,253	(233,620)	$	(11,048,284)	$	(55,600)	$	1,276,936
Net loss	—	—		—		(124,089)		—	—		—		(124,089)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		2,321		2,321
Dividends forfeited	—	—		—		358		—	—		—		358
Issuance of restricted shares, net	348	4		(4)		—		—	—		—		—
Vesting of restricted stock units	—	—		—		—		—	—		—		—
Stock-based compensation expense, net	—	—		18,581		—		—	—		—		18,581
Accelerated share repurchase program	—	—		47,550		—		(200)	(47,550)		—		—
Director fees paid in stock	7	—		138		—		—	—		—		138
Repurchase of common stock, including fees	—	—		—		—		(8,716)	(240,011)		—		(240,011)
Balance at August 28, 2021	343,596	$	3,436	$	2,218,400	$	10,101,522	(242,536)	$	(11,335,845)	$	(53,279)	$	934,234

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Six Months Ended
	August 27, 2022		August 28, 2021
Cash Flows from Operating Activities:
Net loss	$	(723,825)	$	(124,089)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	142,094		138,390
Impairments	82,217		16,713
Stock-based compensation	16,434		17,993
Deferred income taxes	—		(48,938)
Loss on sale of businesses	—		4,121
Loss on debt extinguishment	—		376
Other	967		(5,373)
Decrease (increase) in assets:
Merchandise inventories	146,729		82,296
Other current assets	411		82,203
Other assets	(82)		(225)
(Decrease) increase in liabilities:
Accounts payable	(81,401)		9,490
Accrued expenses and other current liabilities	(136,892)		(116,660)
Merchandise credit and gift card liabilities	1,927		(1,543)
Income taxes payable	793		(490)
Operating lease assets and liabilities, net	(27,759)		(1,744)
Other liabilities	(4,038)		(6,482)
Net cash (used in) provided by operating activities	(582,425)		46,038
Cash Flows from Investing Activities:
Purchases of held-to-maturity investment securities	—		(29,997)
Net proceeds from sale of property	—		5,000
Capital expenditures	(226,500)		(149,475)
Net cash used in investing activities	(226,500)		(174,472)
Cash Flows from Financing Activities:
Borrowing of long-term debt	550,000		—
Repayments of long-term debt	—		(11,355)
Repayments of finance leases	(809)		—
Repurchase of common stock, including fees	(43,247)		(240,011)
Payment of dividends	(316)		(640)
Payment of deferred financing fees	—		(3,443)
Net cash provided by (used in) financing activities	505,628		(255,449)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(871)		1,489
Net decrease in cash, cash equivalents and restricted cash	(304,168)		(382,394)
Cash, cash equivalents and restricted cash:
Beginning of period	470,884		1,407,224
End of period	$	166,716	$	1,024,830

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

1) BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of August 27, 2022 and February 26, 2022 (audited) and the results of its operations, shareholders' (deficit) equity, and comprehensive loss for the three and six months ended August 27, 2022 and August 28, 2021 and its cash flows for the six months ended August 27, 2022 and August 28, 2021.

The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and consequently do not include all the disclosures normally required by U.S. generally accepted accounting principles ("GAAP"). Reference should be made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Form 8-Ks.

We account for our operations as one North American Retail reporting segment. Net sales outside of the U.S. for the Company were not material for the three and six months ended August 27, 2022 and August 28, 2021. As the Company operates in the retail industry, its results of operations are affected by general economic conditions and consumer spending habits. 

2) LIQUIDITY AND GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The Company had cash, cash equivalents and restricted cash of $166.7 million as of August 27, 2022 and net cash used in operating activities of $582.4 million for the six months ended August 27, 2022. As of August 27, 2022, the Company had approximately $315.0 million of available borrowing capacity under its ABL Facility. Subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment, which expanded its ABL Facility to $1.130 billion and entered into a new FILO Facility of $375.0 million (see "Long-Term Debt", Note 13). As of the end of fiscal September 2022, the Company's current available borrowing capacity was approximately $690.0 million.

The Company is required to perform a two-step analysis of its ability to continue as a going concern. It must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If the Company concludes that substantial doubt is raised, it is also required to consider whether the Company’s plans alleviate that doubt (Step 2).

Management’s assessment included the preparation of cash flow forecasts. Management has implemented or expects to implement various strategic actions including permanently closing stores that are deemed to be performing below expectations, reducing its workforce, deferring or eliminating certain capital expenditures and reducing other operating expenses to ensure alignment with customer demand and its go-forward strategy.

The Company believes that available cash and cash equivalents, the cash provided by future operating activities, and availability under its recently increased ABL credit facility and its new FILO credit facility should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. If the Company encounters unforeseen circumstances that place further constraints on its capital resources, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, and controlling overhead expenses. Management cannot provide any assurance that the Company’s efforts will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

3) IMPACT OF THE COVID-19 PANDEMIC

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In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. During the first quarter of fiscal 2020, the Company temporarily closed all of the Company's retail stores across the U.S. and Canada except for most stand-alone buybuy BABY and Harmon stores, subject to state and local regulations, with nearly all stores reopened by the end of the second quarter of fiscal 2020. During portions of fiscal 2021, a limited number of stores in Canada either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. During the six months ended August 27, 2022, all of the Company's stores were operating without restriction subject to compliance with applicable mask and vaccine requirements.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States, which provided for certain changes to tax laws, which impacted the Company’s results of operations, financial position and cash flows. The Company implemented certain provisions of the CARES Act, such as deferring employer payroll taxes and utilizing the ability to carry back and deduct losses to offset prior income in previously filed tax returns. The Company deposited the full amount of deferred employer payroll taxes of $3.1 million by December 2021. During the three and six months ended August 28, 2021, under the CARES Act, the Company recorded income tax benefits of $0.6 million and $16.2 million, respectively, as a result of the fiscal 2020 net operating losses that were carried back to prior years during which the federal tax rate was 35%.

During the three and six months ended August 28, 2021, the Company recorded credits of approximately $2.3 million and $4.7 million, respectively, as an offset to selling, general and administrative expenses as a result of the employee retention credits made available under the CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian employees.

Numerous uncertainties continue to surround the pandemic and its ultimate impact on the Company. Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is disclosed in “Risk Factors” under Part II, Item 1A of this Form 10-Q and Part I, Item 1A of the Company’s fiscal 2021 Form 10-K.

4) REVENUE RECOGNITION

Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales.

Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. For the six months ended August 27, 2022 and August 28, 2021, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $45.6 million and $47.8 million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 26, 2022 and February 27, 2021, respectively.

During the second quarter of fiscal 2022, the Company launched its cross-banner customer loyalty program, Welcome Rewards™, which allows members to earn points for each qualifying purchase at its retail banners either online or in its stores. Points earned are then converted to rewards upon reaching certain thresholds. These rewards may then be redeemed on future merchandise purchases at its retail banners. The Company defers a portion of the revenue related to the points earned at the time of the original transaction and revenue is recognized for these performance obligations upon redemption or expiration of points or rewards earned by the customer. As of August 27, 2022, the Company recorded $2.9 million of loyalty program liabilities in merchandise credit and gift card liabilities on the consolidated balance sheet.

Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly. As of August 27, 2022 and February 26, 2022, the Company recorded a liability for estimated returns of $20.4 million and $23.6 million, respectively, in accrued expenses and other current liabilities, and the corresponding right of return asset for merchandise of $12.8 million and $14.6 million, respectively, in prepaid expenses and other current assets.

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 (including furniture and wall décor), consumables and certain juvenile products. Sales of domestics merchandise and home furnishings accounted for approximately

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37.9% and 62.1% of net sales, respectively, for the three months ended August 27, 2022, and approximately 39.8% and 60.2% of net sales, respectively, for the three months ended August 28, 2021. Sales of domestics merchandise and home furnishings accounted for approximately 36.6% and 63.4% of net sales, respectively, for the six months ended August 27, 2022, and approximately 38.9% and 61.1% of net sales, respectively, for the six months ended August 28, 2021.

5) FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

•Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. 

•Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, short-term and long-term debt and certain other liabilities. The book value of the Company's financial instruments, excluding long-term debt, is representative of their fair values. As of August 27, 2022 and February 26, 2022, the fair value of the Company’s senior unsecured notes was approximately $254.3 million and $956.0 million, respectively, which is based on quoted prices in active markets for identical instruments (i.e., Level 1 valuation), compared with the carrying value of approximately $1.184 billion for both August 27, 2022 and February 26, 2022. As of August 27, 2022, the carrying amount of the asset-based revolving credit facility (the “ABL Facility”) approximates fair value as interest charged is based on the current market rate.

Financial assets utilizing Level 2 inputs included the ABL Facility. Financial assets utilizing Level 3 inputs included long-term investments in auction rate securities consisting of preferred shares of closed end municipal bond funds (see "Investment Securities," Note 7). 

6) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Included in cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $41.9 million and $47.9 million as of August 27, 2022 and February 26, 2022, respectively.

As of both August 27, 2022 and February 26, 2022, the Company did not have any short-term restricted cash, and had $31.4 million of long-term restricted cash, which was included in other long-term assets on the consolidated balance sheet.

7) INVESTMENT SECURITIES

As of both August 27, 2022 and February 26, 2022, the Company’s long-term available-for-sale investment securities represented approximately $20.3 million par value of auction rate securities, less temporary valuation adjustments of approximately $1.0 million and $1.1 million, respectively. Since these valuation adjustments are deemed to be temporary, they are recorded in accumulated other comprehensive loss, net of a related tax benefit, and did not affect the Company’s net earnings. The Company had no short-term available-for-sale investment securities as of August 27, 2022 and February 26, 2022.

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8) IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the three and six months ended August 27, 2022, the Company recorded $55.5 million and $79.3 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. For the three and six months ended August 28, 2021, the Company recorded $7.0 million and $14.0 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs.

9) PROPERTY AND EQUIPMENT

As of August 27, 2022 and February 26, 2022, included in property and equipment, net is accumulated depreciation of approximately $1.9 billion and $1.8 billion, respectively, of which $0.6 million and $0.2 million, respectively, in accumulated depreciation relate to assets held under finance leases.

10) LEASES

The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five year renewal options, often at increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated amounts and are immaterial for the three and six months ended August 27, 2022 and August 28, 2021), scheduled rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges.

The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for a series of five-year renewal options, the exercise of which are at the Company's sole discretion.

The components of total lease cost for the three and six months ended August 27, 2022 and August 28, 2021, were as follows:

(in thousands)	Statement of Operations Location	Three Months Ended				Six Months Ended
		August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Operating lease cost	Cost of sales and SG&A	$	102,155	$	110,352	$	205,129	$	227,722
Finance lease cost:
Depreciation of property	SG&A	273		—		383		—
Interest on lease liabilities	Interest expense, net	1,646		—		2,106		—
Variable lease cost	Cost of sales and SG&A	39,536		36,010		73,757		71,517
Sublease income	SG&A	(13,430)		(10,955)		(26,810)		(24,806)
Total lease cost		$	130,180	$	135,407	$	254,565	$	274,433

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As of August 27, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows:

(in thousands)	Consolidated Balance Sheet Location	August 27, 2022		February 26, 2022
Assets
Operating leases	Operating lease assets	$	1,469,076	$	1,562,857
Finance leases	Property and equipment, net	55,680		38,790
Total lease assets		$	1,524,756	$	1,601,647
Liabilities
Current:
Operating leases	Current operating lease liabilities	$	322,430	$	346,506
Finance leases	Accrued expenses and other current liabilities	7,048		2,494
Noncurrent:
Operating leases	Operating lease liabilities	1,479,456		1,508,002
Finance leases	Other liabilities	46,952		35,447
Total lease liabilities		$	1,855,886	$	1,892,449

As of August 27, 2022, the Company’s lease liabilities mature as follows:

(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
Remainder of 2022	$	188,794	$	4,696
2023	416,053		11,525
2024	365,482		11,525
2025	304,087		11,525
2026	234,999		11,525
2027	186,180		11,525
Thereafter	565,281		49,612
Total lease payments	$	2,260,876	$	111,933
Less imputed interest	(458,990)		(57,933)
Present value of lease liabilities	$	1,801,886	$	54,000

At August 27, 2022, the Company has entered into two operating leases that have not yet commenced, one of which is a regional distribution center expected to open in fiscal 2023. The aggregate minimum rental payments over the term of the lease of approximately $58.8 million are not included in the above table.

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The Company’s lease terms and discount rates were as follows:

	August 27, 2022		February 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6.8 years		7.0 years
Finance leases	9.5 years		10.0 years
Weighted-average discount rate
Operating leases	7.1	%	6.0	%
Finance leases	8.3	%	8.4	%

Other information with respect to the Company’s leases is as follows:

(in thousands)	Six Months Ended
	August 27, 2022		August 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	209,532	$	228,509
Operating cash flows from finance leases	1,541		—
Financing cash flows from finance leases	809		—
Operating lease assets obtained in exchange for new operating lease liabilities	229,030		278,454
Financing lease assets obtained in exchange for new financing lease liabilities	17,273		—

11) INCOME TAXES

The effective income tax rate for the three and six months ended August 27, 2022 was (0.4)% and (0.5)%, respectively compared with 27.0% and 34.2%, respectively, for the three and six months ended August 28, 2021. The effective income tax rate for the three and six months ended August 27, 2022 reflects the impact of a valuation allowance initially recorded in the third quarter of fiscal 2021, discussed below. For the three and six months ended August 28, 2021, the effective tax rate included the impact of charges for restructuring and transformation initiatives, as well as a benefit of $0.6 million and $16.2 million, respectively, resulting from an adjustment to the estimated net operating loss incurred in fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate was 35%.

In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit the use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.

During the third quarter of fiscal 2021, the Company concluded that, based on its evaluation of available objective positive and negative evidence, it was no longer more likely than not that its net U.S. federal and state deferred tax assets were recoverable. During the six months ended August 27, 2022, the Company determined that this conclusion continued to be appropriate. In assessing the realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included the Company’s cumulative loss before income taxes for the past three years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as, timing and the cost of the Company's transformation initiatives and their expected associated benefits. As of both August 27, 2022 and February 26, 2022, the total valuation allowance relative to U.S. federal and state deferred tax assets was $224.3 million.

As of both August 27, 2022 and February 26, 2022, the Company recorded a valuation allowance of $25.2 million relative to the Company's Canadian net deferred tax asset, as the Company did not believe the deferred tax assets in that jurisdiction were more likely than not to be realized.

The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as projections for future growth.

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During the three and six months ended August 27, 2022, the change in the gross amount of unrecognized tax benefits and accrued interest and penalties was not significant.

As of August 27, 2022, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada and Mexico and files income tax returns in the United States and various state, local and international jurisdictions. The Company is currently under examination by the Internal Revenue Service for the tax year 2017. The Company is open to examination for state, foreign and local jurisdictions with varying statutes of limitations, generally ranging from 3 to 5 years.

12) INDEFINITE-LIVED INTANGIBLE ASSETS

Included in other assets in the accompanying consolidated balance sheets as of August 27, 2022 and February 26, 2022, respectively, are $13.4 million and $16.3 million for indefinite-lived tradenames and trademarks.

The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite-lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and six months ended August 27, 2022, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value. There were no tradename impairment charges recognized during the three months ended August 27, 2022. During the six months ended August 27, 2022, the Company recognized a non-cash pre-tax tradename impairment charge of $2.9 million in impairments in its consolidated statements of operations. During the three and six months ended August 28, 2021, the Company recognized non-cash pre-tax tradename impairment charges of $0.6 million and $2.7 million, respectively, in impairments in its consolidated statements of operations. As of August 27, 2022, for the remaining indefinite-lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair value of these indefinite-lived assets did not exceed their carrying values and concluded no such events or circumstances existed which would require an impairment test be performed. In the future, if events or market conditions affect the estimated fair value to the extent that an asset is impaired, the Company will adjust the carrying value of these assets in the period in which the impairment occurs.

13) LONG-TERM DEBT

Senior Unsecured Notes

On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024, $300.0 million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and $900.0 million aggregate principal amount of 5.165% senior unsecured notes due August 1, 2044 (collectively, the "Notes"). Interest on the Notes is payable semi-annually on February 1 and August 1 of each year.

The Notes were issued under an indenture (the "Base Indenture"), as supplemented by a first supplemental indenture (together, with the Base Indenture, the "Indenture"), which contains various restrictive covenants, which are subject to important limitations and exceptions that are described in the Indenture. The Company was in compliance with all covenants related to the Notes as of August 27, 2022.

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During the three and six months ended August 27, 2022, the Company did not purchase any of its outstanding unsecured notes. During the three and six months ended August 28, 2021, the Company purchased approximately $3.1 million and $11.0 million, respectively, aggregate principal amount of its outstanding 3.749% senior unsecured notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of $3.2 million and $11.4 million during the three and six months ended August 28, 2021, respectively, included accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded losses on extinguishment of debt of $0.1 million and $0.4 million in its consolidated statement of operations for the three and six months ended August 28, 2021, respectively, including the write off of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs.

As of August 27, 2022 and February 26, 2022, unamortized deferred financing costs associated with the Company’s Notes were $4.4 million and $4.6 million, respectively, and are included in long-term debt in the Company's consolidated balance sheets.

Asset-Based Credit Agreement

In the second quarter of fiscal 2021, the Company amended its asset-based credit agreement (the “Amended Credit Agreement”) among the Company, certain of the Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”), and the lenders party thereto. The Amended Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments established at closing of $1.0 billion, including a swingline subfacility and a letter of credit subfacility. The Amended Credit Agreement has an uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility ("FILO Facility"), collectively, in an aggregate amount of up to $375.0 million, subject to certain customary conditions. The Amended Credit Agreement matures on August 9, 2026.

The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including credit card receivables), inventory, certain deposit accounts and securities accounts, and certain related assets, of the Company and its subsidiaries that are borrowers or guarantors under the ABL Facility. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, minus (c) customary reserves.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, the Company will be required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility.

Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in the case of loans denominated in U.S. dollars, such loans shall be comprised entirely of Alternate Base Rate ("ABR") loans and London Inter-Bank Offered ("LIBO") Rate loans and (ii) in the case of loans denominated in Canadian dollars, such loans shall be comprised entirely of Canadian Prime Rate loans and Canadian Dollar Offered Rate ("CDOR") loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate margin based on average quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in the case of LIBO Rate loans and CDOR Loans, 1.25% to 1.75%; provided that if the CDOR or LIBO Rate is less than 0.00%, such rate shall be deemed to be 0.00%, as applicable.

As of August 27, 2022, the Company had $550.0 million of borrowings outstanding under the ABL Facility, at a weighted average interest rate of 3.72%, and $136.4 million of outstanding letters of credit had been issued under the ABL Facility. The Company's borrowing under the ABL Facility have been and may be used for working capital, including inventory purposes, and other general corporate purposes.

The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments and prepayment of certain indebtedness. The Company was in compliance with all covenants related to the Amended Credit Agreement as of August 27, 2022.

On August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment (the "Amendment") to the Amended Credit Agreement for more than $500.0 million of new additional financing commitments,

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including its newly expanded $1.130 billion ABL Facility, which provides for an increase of $130.0 million in aggregate revolving commitments for the time periods set forth in the Amendment, and a new $375.0 million FILO Facility (together with the ABL Facility, the "Credit Facilities"), with JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc., as agent and lender for the FILO Facility. The ABL Facility and FILO Facility mature on August 9, 2026 and August 31, 2027, respectively, unless required to mature earlier pursuant to the terms of the Amendment. Subsequent to the end of the second quarter of fiscal 2022, the Company borrowed an additional $175.0 million under the Credit Facilities and, as a result, total borrowings under the Credit Facilities total $725.0 million.

As of August 27, 2022 and February 26, 2022, deferred financing costs associated with the Company's ABL Facility were $6.6 million and $7.4 million, respectively, and were recorded in other assets in the Company's consolidated balance sheets.

The Company amortizes deferred financing costs for the Notes and the ABL Facility over their respective terms and such amortization is included in interest expense, net in the consolidated statements of operations. Interest expense related to the Notes and the revolving credit facilities, including the commitment fee and the amortization of deferred financing costs, was approximately $17.6 million and $16.5 million for the three months ended August 27, 2022 and August 28, 2021, respectively and $34.0 million and $32.9 million for the six months ended August 27, 2022 and August 28, 2021, respectively.

14) SHAREHOLDERS' (DEFICIT) EQUITY

The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations.

Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase of up to $12.950 billion of the Company’s shares of common stock. The Company also acquires shares of its common stock to cover employee related taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of common stock repurchased is approximately 264.7 million shares for a total cost of approximately $11.729 billion. The Company had approximately $1.224 billion remaining of authorized share repurchases as of August 27, 2022.

Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number of factors, including the price of the Company's common stock, general business and economic conditions, the Company's financial condition and operating results, the emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. The Company's share repurchase program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be subject to the determination of the Board of Directors, based on an evaluation of the Company's earnings, financial condition and requirements, business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (see “Long-Term Debt,” Note 13).

In connection with its share repurchase program, during the six months ended August 27, 2022, the Company repurchased approximately 2.3 million shares of its common stock at a total cost of approximately $40.4 million, including fees. There were no share repurchases during the three months ended August 27, 2022 as the share repurchase program was completed in the first quarter of fiscal 2022. During the three and six months ended August 28, 2021, the Company repurchased approximately 3.4 million and 8.3 million shares, respectively, of its common stock, at a total cost of approximately $100.8 million and $231.2 million, respectively, including fees. Additionally, during the six months ended August 27, 2022, the Company repurchased approximately 0.2 million shares of its common stock, with less than 0.1 million shares repurchased during the three months ended August 27, 2022, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $0.2 million and $2.8 million, respectively, for the three and six months ended August 27, 2022. During the three and six months ended August 28, 2021, the Company repurchased approximately 0.1 million and 0.4 million shares, respectively, of its common stock, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $0.5 million and $8.8 million, respectively.

In January 2021, the Company entered into an accelerated share repurchase agreement to repurchase an aggregate $150.0 million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021.

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On August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company established an at the market equity distribution program (the "ATM Program") by entering into an Open Market Sale AgreementSM with Jefferies LLC, acting as sales agent for the Company, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, par value $0.01 per share, in any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the ATM Program, the Company may offer and sell up to a maximum of 12 million shares of common stock. The potential proceeds from the ATM Program are expected to be used for a number of corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures, acquisitions and other investments. Since the end of the fiscal second quarter, the Company has sold approximately 3.0 million shares for approximately $30.0 million of proceeds under the ATM Program.

During fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the Company suspended its future quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During the three and six months ended August 27, 2022 total cash dividends of less than $0.1 million and $0.3 million (consisting of dividends paid on unvested shares), respectively, were paid. During the three and six months ended August 28, 2021, total cash dividends of less than $0.1 million and $0.6 million (consisting of dividends paid on restricted shares that vested in fiscal 2021), respectively, were paid. Any future quarterly cash dividend payments on its common stock will be subject to the determination by the Board of Directors, based on evaluation of the Company’s earnings, financial condition and requirements, business conditions and other factors, including the restrictions on the payment of dividends contained in the Amended Credit Agreement (see “Long-Term Debt,” Note 13).

Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease to retained earnings when declared.

15) STOCK-BASED COMPENSATION

The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards, restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company’s restricted stock awards are considered nonvested share awards.

In May of 2022, the Company determined that the RSU awards issued under its incentive compensation plans in May of 2022 would be settled in cash, rather than in equity. As a result, the awards issued in May of 2022 will be accounted for as a liability and measured at their fair value through their respective vesting periods. Awards issued in the form of PSUs in May of 2022 will continue to be settled in Company stock and will be considered nonvested share awards.

Stock-based compensation expense and capitalized stock-based compensation cost for the three and six months ended August 27, 2022 and August 28, 2021 were as follows:

	Three Months Ended				Six Months Ended
(in thousands)	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Stock-based compensation expense:
Equity-classified share-settled awards	$	9,311.1	$	10,077.8	$	16,433.6	$	17,996.3
Liability-classified cash-settled awards	1,842.4		—		1,985.6		—
Total stock-based compensation expense	$	11,153.5	$	10,077.8	$	18,419.2	$	17,996.3
Capitalized stock-based compensation cost:
Equity-classified share-settled awards	$	354.5	$	271.9	$	575.2	$	588.2
Liability-classified cash-settled awards	114.9		—		123.4		—
Total capitalized stock-based compensation cost	$	469.4	$	271.9	$	698.6	$	588.2

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Incentive Compensation Plans

The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the “2018 Plan”) and the Bed Bath & Beyond 2012 Incentive Compensation Plan (the "2012 Plan"). The 2018 Plan includes an aggregate of 4.6 million shares of common stock authorized for issuance of awards permitted under the 2018 Plan, including stock options, stock appreciation rights, restricted stock awards, performance awards and other stock-based awards. The 2018 Plan supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive Compensation Plan (the “2004 Plan”). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards permitted under the 2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue to be in effect under the 2012 Plan.

The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive compensation through stock options (whether nonqualified stock options or incentive stock options), restricted stock awards, stock appreciation rights, performance awards and other stock-based awards, and cash-based awards. Grants are determined by the People, Culture, and Compensation Committee of the Board of Directors of the Company for those awards granted to executive officers and by the Board of Directors of the Company for awards granted to non-employee directors. Restricted stock awards generally become vested in five to seven equal annual installments beginning one to three years from the date of grant. Restricted stock units generally become vested in one to three equal annual installments beginning one year from the date of grant. Performance stock units generally vest at the end of the performance period dependent on the Company’s achievement of performance-based tests. Vesting of each of these types is subject, in general, to the recipient remaining in the Company’s service on specified vesting dates.

The Company generally issues new shares for restricted stock awards and vesting of restricted stock units settled in Company shares, as well as for vesting of performance stock units. The 2018 Plan expires in May 2028. The 2012 Plan expired in May 2022.

As described in further detail below, in fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The inducement awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan.

Restricted Stock Awards

Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five to seven equal annual installments beginning one to three years from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Vesting of restricted stock is based solely on time vesting. As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company’s restricted stock awards was $7.1 million, which is expected to be recognized over a weighted average period of 1.7 years.

Changes in the Company’s restricted stock awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock awards, beginning of period	472	$	32.38
Granted	392	4.90
Vested	(160)	39.27
Forfeited	(98)	28.98
Unvested restricted stock awards, end of period	606	$	13.34

Restricted Stock Units ("RSUs")

RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. RSUs are converted into shares of common stock upon vesting. RSUs granted in May of 2022 will be settled in cash, rather than in equity, upon vesting. As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company’s share-settled RSUs was $16.5 million, which is expected to be recognized over a weighted average period of 1.6 years. As of August 27, 2022, unrecognized compensation expense related to the

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unvested portion of the Company’s cash-settled RSUs was $17.4 million, which is expected to be recognized over a weighted average period of 2.3 years.

Changes in the Company’s RSUs for the six months ended August 27, 2022 were as follows:

	Share-Settled			Cash-Settled
(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	2,600	$	17.07	57	$	23.44
Granted	117	11.79		2,145	9.19
Vested	(1,037)	14.48		(28)	10.54
Forfeited	(515)	17.22		(457)	10.52
Unvested restricted stock units, end of period	1,165	$	18.78	1,717	$	9.29

The liability for the cash-settled RSUs was approximately $2.3 million as of August 27, 2022, and is included in accrued expenses and other current liabilities on the consolidated balance sheet.

Performance Stock Units ("PSUs")

PSUs are issued and measured at fair market value on the date of grant using the following performance periods and performance metrics. The performance metrics generally include one or more of Earnings Before Interest and Taxes ("EBIT"), Total Shareholder Return ("TSR") or Gross Margin Percentage ("GM") compared with the Company's peer groups as determined by the Compensation Committee of the Company's Board of Directors.

Fiscal Year	Performance Period	Performance Metrics	Target Achievement Range (%)
2020	3 years	TSR	0% - 150%
2021	3 years	TSR and GM	0% - 200%
2022	3 years	TSR and GM	0% - 200%

For the PSUs granted in fiscal 2019, the three-year performance-based tests based on a combination of EBIT margin and TSR were not met in the first quarter of fiscal 2022 and therefore, there was no payment of these awards following vesting.

Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test from the date of grant, during the performance period and, assuming achievement of the performance-based test, vest at the end of the performance period noted above, subject, in general, to the executive remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of common stock upon payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a quarterly basis and adjusts compensation expense related to these awards, as appropriate. As of August 27, 2022, there was $13.8 million of unrecognized compensation expense associated with these awards, which is expected to be recognized over a weighted average period of 2.2 years.

The fair value of the PSUs granted in fiscal 2022 and 2021, for which performance during the three-year period will be based on a relative three-year goal metric relative to a peer group as indicated above, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following table.

	Six Months Ended
Monte Carlo Simulation Assumptions	August 27, 2022		August 28, 2021
Risk Free Interest Rate	2.81	%	0.28	%
Expected Dividend Yield	—	%	—	%
Expected Volatility	54.02	%	52.20	%
Expected Term	3 years		3 years

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Changes in the Company’s PSUs for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Performance Stock Units	Weighted Average Grant-Date Fair Value
Unvested performance stock units, beginning of period	1,298	$	19.55
Granted	1,096	11.31
Vested	(463)	15.47
Forfeited or performance condition adjustments	(971)	15.32
Unvested performance stock units, end of period	960	$	16.39

Inducement Awards

In fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. These inducement awards were approved by the Compensation Committee of the Board of Directors of the Company and did not require shareholder approval in accordance with Nasdaq Listing Rule 5635(c)(4). The Company did not grant any such awards during six months ended August 27, 2022.

RSUs granted as inducement awards are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan.

Changes in the RSUs granted as inducement awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	437	$	6.10
Granted	—	—
Vested	(389)	6.13
Forfeited	—	—
Unvested restricted stock units, end of period	48	$	5.84

On November 4, 2019, in connection with the appointment of the Company’s former President and Chief Executive Officer, the Company also granted inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs vested over two years, based on performance goals requiring the former President and CEO to prepare and deliver to the Board of Directors key objectives and goals for the Company and the strategies and initiatives for the achievement of such objectives and goals, and the former President and CEO's provision of updates to the Board of Directors regarding achievement of such goals and objectives. Vesting of the PSUs was also subject, in general, to the former President and CEO remaining in the Company’s service through the vesting date of November 4, 2021. On November 2, 2021, the Compensation Committee of the Board of Directors determined that the performance goals established for the awards had been met, and the awards vested in full.

Other than with respect to the vesting terms described above for the inducement awards to the Company's former President and Chief Executive Officer, inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan.

As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company's inducement awards was $0.9 million and is expected to be recognized over a weighted average period of 0.7 years. Each inducement award recipient must hold at least fifty percent (50%) of the after-tax shares of common stock received pursuant to the inducement awards until they have satisfied the terms of the Company’s stock ownership guidelines.

16) EARNINGS PER SHARE

The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing

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net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method.

Stock-based awards for the three and six months ended August 27, 2022 of approximately 2.0 million and 2.2 million shares, respectively, and for the three and six months ended August 28, 2021 of approximately 2.4 million and 2.9 million shares, respectively, were excluded from the computation of diluted earnings per share as the effect would be anti-dilutive.

17) SUPPLEMENTAL CASH FLOW INFORMATION

The Company paid income taxes of $2.8 million and $3.2 million in the first six months of fiscal 2022 and 2021, respectively. In addition, the Company made interest payments of approximately $33.5 million and $32.9 million in the first six months of fiscal 2022 and 2021, respectively.

In the first six months of fiscal 2022, the Company acquired property, plant and equipment of approximately $17.3 million under finance lease arrangements.

The Company recorded an accrual for capital expenditures of $59.3 million and $40.1 million as of August 27, 2022 and August 28, 2021, respectively.

The Company's accrual for dividends payable was $0.5 million and $1.1 million as of August 27, 2022 and August 28, 2021, respectively.

18) RESTRUCTURING AND TRANSFORMATION INITIATIVE EXPENSES

As of August 27, 2022 and February 26, 2022, the remaining accrual for severance and related costs related to these various initiatives was $42.7 million and $15.0 million, respectively.

Fiscal 2022 Restructuring and Transformation Initiative Expenses

The Company recorded $54.2 million and $77.3 million in its consolidated statements of operations for the three and six months ended August 27, 2022, respectively, for costs associated with restructuring and other transformation initiatives, of which a benefit of $1.2 million is included in cost of sales for the six months ended August 27, 2022. There were no restructuring and other transformation expenses included in cost of sales for the three months ended August 27, 2022. In addition, for the three and six months ended August 27, 2022, approximately $54.1 million and $78.3 million, respectively, was recorded in restructuring and transformation initiative expenses in the consolidated statements of operations, which included approximately $35.0 million of severance costs related to workforce reduction and leadership changes for both the three and six months ended August 27, 2022. The Company also recorded approximately $1.6 million and $6.8 million, respectively, of lease related and other costs and approximately $17.5 million and $36.5 million, respectively, of costs for other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance for the three and six months ended August 27, 2022.

As part of the Company's ongoing business transformation, on August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company announced the planned closure of approximately 150 lower-producing Bed Bath & Beyond banner stores as part of its real estate and store fleet optimization. At this initial stage, a reasonable estimate of the amount or range of amounts expected to be incurred in connection with these restructuring activities, both with respect to each major type of cost associated therewith and with respect to the total cost or estimated range of total cost, cannot be made at this time.

Fiscal 2021 Restructuring and Transformation Initiative Expenses

The Company recorded $98.2 million and $179.2 million in its consolidated statements of operations for the three and six months ended August 28, 2021, respectively, for costs associated with restructuring and other transformation initiatives, of which approximately $73.7 million and $121.0 million, respectively, is included in cost of sales and was related to the Company’s initiatives to introduce certain new Owned Brand merchandise. In connection with the launch of certain Owned Brands, the Company recorded this cost of sales adjustment to reduce inventory that will be removed from the product assortment as part of these introductions to its estimated realizable value. In addition to this charge, approximately $24.5 million and $58.2 million, respectively, is included in restructuring and transformation initiative expenses in the consolidated statements of operations and related to the following:

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•Store Closures. During the three and six months ended August 28, 2021, the Company closed 5 and 21 Bed Bath & Beyond stores, respectively, as part of its store network optimization program and included the closure of 207 mostly Bed Bath & Beyond through the end of fiscal 2021 (including the 144 stores closed in fiscal 2020). For the three and six months ended August 28, 2021, the Company recorded costs associated with planned store closures for which the store closing process has commenced of approximately $2.6 million and $21.4 million, respectively, consisting of lease-related and other costs.

•Other transformation initiatives. $21.9 million and $36.8 million, respectively, related to other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance.

19) COMMITMENTS AND CONTINGENCIES

A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors (Mark Tritton (the Company's former President and Chief Executive Officer), Mary Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s former Chief Financial Officer and Treasurer)) in the United States District Court for the District of New Jersey (the "New Jersey federal court"). The case, which is captioned Vitiello v. Bed Bath & Beyond Inc., et al., Case No. 2:20-cv-04240-MCA-MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on behalf of a putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The Complaint alleges that certain of the Company’s disclosures about financial performance and certain other public statements during the putative class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the Amended Complaint on December 21, 2020.

After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the Securities Class Action. The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. The court granted final approval to the settlement and dismissed the Securities Class Action on June 2, 2022. The Company had previously recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available and this amount was paid by the insurance company in the second fiscal quarter of 2022.

On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of the Company against various present and former directors and officers. The case, which is captioned Salu v. Tritton, et al., Case No. 2:20-cv-08673-MCA-MAH (D.N.J.), asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under state law arising from the events underlying the securities class actions described above and from the Company’s repurchases of its own shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.

On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No 516051/2020, was filed in the Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider case are similar to those pled in the three federal derivative cases, except that the Schneider complaint does not plead claims under the Exchange Act. On September 21, 2020, the parties filed a stipulation seeking to stay that action pending disposition of a motion to dismiss in the securities class action, subject to various terms and conditions.

On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of New York, Kings County. The claims are substantially the same as in the other two derivative actions. On October 26, 2021, the court consolidated the Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion to dismiss this case.

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The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached in the first quarter of fiscal 2022. The settlement has been executed and was preliminarily approved by the New York State Court in June 2022. The court granted final approval to the settlement on September 21, 2022.

The District Attorney's office for the County of Ventura, together with District Attorneys for other counties in California (together, the "District Attorneys"), recently concluded an investigation regarding the management and disposal at the Company’s stores in California of certain materials that may be deemed hazardous or universal waste under California law. On March 19, 2019, the District Attorneys provided the Company with a settlement demand that included a proposed civil penalty, reimbursement of investigation costs, and certain injunctive relief, including modifications to the Company’s existing compliance program, which already includes associate training, ongoing review of disposal rules applicable to various product categories, and specialized third-party disposal. During fiscal 2020, the Company and the District Attorneys agreed to final terms on a settlement payment of approximately $1.5 million to resolve the matter. The Company has also agreed to spend $171,000 over the next 36 months on refinements to its compliance program.  The Company and District Attorneys executed a Stipulated Judgment to this effect, which was recently filed with the court. As of February 29, 2020, the Company had recorded an accrual for the estimated probable loss for this matter, and the Company made the related settlement payment during the fourth quarter of fiscal 2020.

On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen Emeriti of the Board of Directors of the Company.  As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April 21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of a termination without cause, which generally include continued senior status payments until May 2027 and continued participation for the Co-Founders (and their spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued senior status payments referenced above.

Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and performance-based stock units granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of the Board of Directors effective May 1, 2019, subject, however, to attainment of any applicable performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as provided under their award agreements.

The Company’s former Chief Executive Officer (the "Former CEO") departed the Company effective as of May 12, 2019. In accordance with the terms of the Former CEO's employment and equity award agreements, the Former CEO was entitled to three times his then-current salary, payable over three years in normal payroll installments, except that any amount due prior to the six months after his departure, was paid in a lump sum after such six-month period. Such amounts will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject to the Former CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former CEO entered into an agreement (the "Former CEO PSU Settlement Agreement") with the Company to reduce the PSUs held by him by an excess amount of outstanding PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a result of the use of the fiscal 2017 peer group in lieu of the fiscal 2018 peer group. Further, as a result of this departure, the time-vesting component of the Former CEO's stock-based awards accelerated, including (i) stock options (which were "underwater" and expired without having been exercised by the Former CEO), (ii) PSU awards which had previously met the related performance-based test, had been certified by the Compensation Committee, and remained subject solely to time-vesting, and (iii) PSU awards (assuming target level of performance) which remain subject to attainment of any performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as provided under his award agreements and subject to the terms of the Former CEO PSU Settlement Agreement.

In addition, the Company maintains employment agreements with other executives which provide for severance pay.

In connection with the sale of PMall, the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction, including certain matters for which the Company is entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in fiscal 2016. During fiscal 2021, the Company recorded a liability for one such matter and a corresponding asset based on the Company's assessment of the ability to recover the expected loss under the indemnification provided at the time of its purchase of PMall.

On August 23, 2022, a putative securities class action and shareholder derivative action was filed against the Company, Gustavo Arnal (the Company's former Chief Financial Officer), and certain third parties in the United States District Court for the District of Columbia. The case, which is captioned Si v. Bed Bath & Beyond Corp., et al., Case No. 2:22-cv-02541, asserts claims of breach of fiduciary duty, negligent misrepresentation, and violations of §§ 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of our securities from March 25, 2022 through August 18, 2022. The Complaint alleges

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that certain of our disclosures about the Company's revenue and proposed divestments, as well as other disclosures made by certain of our investors about their holdings, during the putative class period were materially false or misleading. The Company is in the early stages of evaluating the complaint, but based on current knowledge the Company believes the claims are without merit.

The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of business when and to the extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available information and advice from outside counsel, where appropriate. As additional information becomes available, the Company reassesses the potential liability related to claims and legal actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and future claims could have a material impact on its earnings.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Bed Bath & Beyond Inc. and subsidiaries (the "Company", "we", "our", "us", or "ourselves") is an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY ("BABY"), and Harmon, Harmon Face Values, or Face Values (collectively, "Harmon"). In addition, we are a partner in a joint venture, which operates retail stores in Mexico under the name Bed Bath & Beyond. We account for our operations as one North American Retail reporting segment.

We are driving a digital-first, omni-always growth strategy and optimizing our digital and physical store channels to provide our customers with a seamless omni-channel shopping experience. Digital purchases, including web and mobile, can be shipped to a customer from our distribution facilities, directly from vendors, or from a store. Store purchases are primarily fulfilled from that store's inventory or may also be shipped to a customer from one of our distribution facilities, from a vendor, or from another store. Customers can also choose to pick up orders using our Buy Online Pickup In Store ("BOPIS") and contactless Curbside Pickup services, as well as return online purchases to a store. Customers can also make purchases through one of our customer contact centers and in-store through The Beyond Store, our proprietary web-based platform. These capabilities allow us to better serve our customers across various channels.

Across our banners, we carry a wide variety of domestics and home furnishings merchandise. 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 (including furniture and wall décor), consumables and certain juvenile products.

Business Transformation and Restructuring

In the second quarter of fiscal 2022, we have begun to undertake significant changes to transform our business and adapt to the dynamic retail environment and the evolving needs of our customers in order to position ourselves for long-term success. In 2022, the Company has realigned its management team, which is being led by our Interim Chief Executive Officer, Sue Gove, who was appointed in June 2022, to execute on strategic priorities and changes. These strategic priorities and changes are focused on driving an omni-always, customer-inspired strategy to re-establish our authority in the Home, Baby, Beauty & Wellness markets. We have created a more focused portfolio through the divestiture of non-core assets and continue to focus on key actions such as corporate restructurings and operating expense control to re-set our cost structure and support our ongoing business transformation.

We are focused on implementing strategic changes to regain our authority in the market as the destination for customers, with the products they want and the experiences they seek across our core banners (Bed Bath & Beyond, buybuy BABY, and Harmon) in an enterprise-wide plan to accelerate our omni-channel transformation. In conjunction with these changes, in the second quarter of fiscal 2022, the Company created Brand President roles for Bed Bath & Beyond and BABY to lead the teams focused on merchandising, planning, brand marketing, site merchandising and stores for each banner. Our strategy is underpinned by five key pillars of strategic focus and investment: product, price, promise, place and people. Through this approach, we are bringing back more of our customers' favorite national brands and products while leveraging value and promotion and will be building stronger relationships with customers through programs such as Welcome Rewards™.

On August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, we announced that we would be reducing the number of our Owned Brands by discontinuing three of our nine labels (Haven™, Wild Sage™ and Studio 3B™) We expect that the breadth and depth of inventory across our six remaining Owned Brands (Simply Essential™, Nestwell™, Our Table™, Squared Away™, H for Happy™ and Everhome™) will be reduced to approximately 30%, which will allow us to rebalance our inventory and bring back popular national brands and introduce new, emerging direct-to-consumer brands.

In addition, we have begun to implement significant SG&A reductions to right-size our cost structure and our store fleet. Key components of these reductions include:

•Reduction in SG&A by focusing on immediate priorities of merchandising, inventory, and traffic to align with changes in our store footprint, lower Owned Brands development and support, and deferral of longer-term strategic initiatives. Also, we have had a reduction in force, including an approximately 20% reduction across corporate and supply chain.

•Reduction in planned capital expenditures from $400 million to $250 million in fiscal 2022, which is expected to provide sufficient strategic investments in technology, digital capabilities and offerings, and store maintenance.

•The planned closure of approximately 150 lower-producing Bed Bath & Beyond banner stores.

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The Company recorded $54.2 million and $77.3 million in its consolidated statements of operations for the three and six months ended August 27, 2022, respectively, for costs associated with restructuring and other transformation initiatives, of which a benefit of $1.2 million is included in cost of sales for the six months ended August 27, 2022. There were no restructuring and other transformation expenses included in cost of sales for the three months ended August 27, 2022. In addition, for the three and six months ended August 27, 2022, approximately $54.1 million and $78.3 million, respectively, is recorded in restructuring and transformation initiative expenses, which included $35.0 million of severance costs related to workforce reduction and leadership changes for both the three and six months ended August 27, 2022. The Company also recorded approximately $1.6 million and $6.8 million, respectively, of lease related and other costs and approximately $17.5 million and $36.5 million, respectively, of costs and other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance for the three and six months ended August 27, 2022.

Executive Summary

The following represents a summary of key financial results and related business developments for the periods indicated:

•Net sales for the three months ended August 27, 2022 were $1.437 billion, a decrease of approximately 27.6% as compared with the three months ended August 28, 2021. Net sales for the six months ended August 27, 2022 were $2.900 billion, a decrease of approximately 26.4% as compared with the six months ended August 28, 2021.

•Comparable sales* for the three and six months ended August 27, 2022 decreased by approximately 26.0% and 24.0%, respectively.

* See “Results of Operations – Net Sales” in this Management’s Discussion and Analysis for the definition and further information related to Comparable Sales.

•Net loss for the three months ended August 27, 2022 was $366.2 million, or 4.59 per diluted share, compared with net loss of $73.2 million, or $0.72 per diluted share, for the three months ended August 28, 2021. Net loss for the three months ended August 27, 2022 included a net unfavorable impact of $1.37 per diluted share associated with restructuring and other transformation initiatives and non-cash impairment charges. Net loss for the three months ended August 28, 2021 included a net unfavorable impact of $0.76 per diluted share associated with non-cash impairment charges, charges associated with restructuring program and transformation initiatives, loss on sale of business, and loss on extinguishment of debt, partially offset by a gain on the sale of property, as well as the associated tax effects.

•Net loss for the six months ended August 27, 2022 was $723.8 million, or $9.09 per diluted share, compared with net loss of $124.1 million, or $1.19 per diluted share, for the six months ended August 28, 2021. Net loss for the six months ended August 27, 2022 included a net unfavorable impact of $2.39 per diluted share associated with inventory markdown reserves and supply chain-related port fees, restructuring and other transformation initiatives, and non-cash impairment charges. Net loss for the six months ended August 28, 2021 included a net unfavorable impact of $1.27 per diluted share associated with non-cash impairment charges, charges associated with restructuring program and transformation initiatives, loss on sale of business, and loss on extinguishment of debt, partially offset by a gain on the sale of property, as well as the associated tax effects.

•In connection with our restructuring and transformation initiatives, during the three and six months ended August 27, 2022, we recorded total expenses of $54.2 million and $77.3 million, respectively, including a benefit of $1.2 million for the six months ended August 27, 2022 in cost of sales. There were no restructuring and other transformation expenses included in cost of sales for the three months ended August 27, 2022. In addition, approximately $54.1 million and $78.3 million, respectively, is recorded in restructuring and transformation initiative expenses in the consolidated statement of operations, as well as $55.5 million and $82.2 million, respectively, of impairments.

•During the six months ended August 27, 2022, we launched certain key initiatives, including:

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•Product Initiatives. The following key product initiatives launched in the first quarter of fiscal 2022:

◦Our Bed Bath & Beyond banner kicked off Back-to-College season with its “Decision Day” campaign, helping college-bound students and their parents prepare for the transition to a campus residence with the products and services needed to create a comfortable, functional, personalized, and happy home away from home.

◦Our buybuy BABY banner expanded its assortment through an exclusive retail partnership with Primary, a leading direct to consumer gender-neutral children’s clothing brand, and expanded its “buzzworthy brands” portfolio of parent-founded brands with the introduction of Ahimsa, Monica + Andy, Gro To, Ready.Set.Food!, Snuggle Me Organic and Waterful Baby Wipes products in select stores and buybuybaby.com. Both of these initiatives build on the “welcome to parenthood” initiative launched in fiscal 2021.

•Strategic Collaboration with The Kroger Co. As part of our strategic collaboration with The Kroger Co. in April 2022, we announced the launch of our e-commerce collaboration with Kroger Co. to directly offer Kroger customers an extensive selection of the most sought-after goods for the Home & Baby products carried by the Bed Bath & Beyond and buybuy BABY banners through Kroger.com. A small-scale physical store pilot at select Kroger Family of Companies stores commenced in the second quarter of fiscal 2022.

•Welcome Rewards™. The Company plans to leverage its recently introduced, cross-banner loyalty program, Welcome Rewards™ to drive traffic, sales, and customer retention. Welcome Rewards™ brings valuable savings, more benefits, and special perks to customers who shop online and in stores nationwide at Bed Bath & Beyond, buybuy BABY, and Harmon. Customers earn and redeem points across the retail banners with every purchase.

•During fiscal 2021, we announced plans to complete our $1 billion three-year repurchase plan by the end of fiscal 2021, which was two years ahead of schedule and resulted in the repurchase of $950.0 million of shares under this plan as of February 26, 2022. During the first quarter of fiscal 2022, we completed this program, repurchasing approximately 2.3 million shares of our common stock under the share repurchase plan approved by our Board of Directors, at a total cost of approximately $40.4 million.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic continues to present potential disruptions to our business. As the COVID-19 pandemic evolves, national and local governments in regions in which we operate have enacted various measures, including travel restrictions, restrictions on events and gatherings, temporary closure of non-essential businesses, “social distancing” requirements, vaccine and mask mandates and various other requirements designed to slow the spread of COVID-19. While many of these measures have been eased, the extent, severity and overall duration of the COVID-19 pandemic, including its phases of resurgence and the introduction of new variants, some of which may be more transmissible or virulent, are unknown, and COVID-19 has had, and may continue to have, a material adverse effect, on our business. The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of operations will depend on future developments, many of which are outside of our control, including the duration and spread of the COVID-19 pandemic, the emergence of variant strains, the availability, adoption, and effectiveness of the COVID-19 vaccines and COVID-19 testing, and government actions, which are uncertain and cannot be predicted.

Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is included in “Risk Factors” under Part I, Item 1A of our 2021 Form 10-K.

Results of Operations

Net Sales

	Three Months Ended								Six Months Ended
(in millions)	August 27, 2022		August 28, 2021		Change				August 27, 2022		August 28, 2021		Change
Net sales	$	1,437.0	$	1,984.7	$	(547.7)	(27.6)	%	$	2,900.4	$	3,938.5	$	(1,038.1)	(26.4)	%

Net sales for the three months ended August 27, 2022 were $1.437 billion, a decrease of $547.7 million, or approximately 27.6%, compared with net sales of $1.985 billion for the three months ended August 28, 2021. Net sales for the six months ended August 27, 2022 were $2.900 billion, a decrease of $1.038 billion, or approximately 26.4%, compared with net sales of $3.939 billion for the six months ended August 28, 2021. The decrease in net sales for the three and six months ended August 27, 2022 was primarily due to the decrease in comparable sales, which were negatively impacted by continued downward trends in customer traffic reflective of consumer spending patterns and demand, lack of inventory availability and assortment in

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key product areas, as well as the effect of the closure of certain stores in fiscal 2021 in connection with our store fleet optimization project.

Sales consummated on a mobile device while physically in a store location and BOPIS orders are recorded as customer facing digital channel sales. Customer orders taken in-store by an associate through The Beyond Store, our proprietary, web-based platform, are recorded as in-store sales. Prior to implementation of BOPIS and contactless Curbside Pickup services, customer orders reserved online and picked up in a store were recorded as in-store sales. Sales originally consummated from customer facing digital channels and subsequently returned in-store are recorded as a reduction of in-store sales. Net sales consummated through digital channels represented approximately 37.0% and 39.0% of our sales for the three and six months ended August 27, 2022, respectively, compared with approximately 34.0% and 36.0% of our sales for the three and six months ended August 28, 2021, respectively.

Comparable sales* for the three and six months ended August 27, 2022 decreased by approximately 26.0% and 24.0%, respectively. Management attributes a portion of this decline to the impact of lower traffic due to macro-economic factors, such as steep inflation, and fluctuations in purchasing patterns of the consumer. Also contributing to the comparable sales decline was the lack of inventory availability and assortment in key product areas, due in part to supply chain challenges.

* Comparable sales normally includes sales consummated through all retail channels that have been operating for twelve full months following the opening period (typically six to eight weeks), excluding the impact of store fleet optimization program. We are an omni-channel retailer with capabilities that allow a customer to use more than one channel when making a purchase, including in-store, online, with a mobile device or through a customer contact center, and have it fulfilled, in most cases, either through in-store customer pickup or by direct shipment to the customer from one of our distribution facilities, stores or vendors.

Sales of domestics merchandise and home furnishings accounted for approximately 37.9% and 62.1% of net sales, respectively, for the three months ended August 27, 2022, and approximately 39.8% and 60.2% of net sales, respectively, for the three months ended August 28, 2021. Sales of domestics merchandise and home furnishings accounted for approximately 36.6% and 63.4% of net sales, respectively, for the six months ended August 27, 2022, and approximately 38.9% and 61.1% of net sales, respectively, for the six months ended August 28, 2021.

Gross Profit

	Three Months Ended											Six Months Ended
(in millions)	August 27, 2022			August 28, 2021			Change					August 27, 2022			August 28, 2021			Change
Gross profit	$	398.3		$	601.1		$	(202.8)		(33.7)	%	$	747.6		$	1,234.8		$	(487.2)		(39.5)	%
Gross margin	27.7		%	30.3		%	(2.6)		%	(8.6)	%	25.8		%	31.4		%	(5.6)		%	(17.8)	%

Gross profit for the three months ended August 27, 2022 was $398.3 million, or 27.7% of net sales, compared with $601.1 million, or 30.3% of net sales, for the three months ended August 28, 2021. Gross profit for the six months ended August 27, 2022 was $747.6 million, or 25.8% of net sales, compared with $1.235 billion, or 31.4% of net sales, for the six months ended August 28, 2021. Gross profit margin as a percentage of net sales for the three months ended August 27, 2022 includes the unfavorable impact of the acceleration of inventory clearance activity resulting from actions taken to rebalance inventory levels in response to consumer trends and transient supply chain-related port fees, partially offset by higher product margin due to the continuation of greater Owned Brand levels within our assortment.

Gross profit margin as a percentage of net sales for the six months ended August 27, 2022 includes $91.6 million, associated with the markdown of inventory being removed from our assortment in connection with clearance of certain Owned Brands merchandise and the acceleration of inventory clearance activity resulting from actions taken to rebalance inventory levels in response to consumer trends as well as the impact of transient supply chain-related port fees, partially offset by higher product margin due to the continuation of greater Owned Brand levels within our assortment.

Gross profit for the three and six months ended August 27, 2022 also includes higher freight expenses, both for inbound product shipments and direct-to-customer fulfillment and in part due to industry wide, global supply chain challenges, compared with the prior year.

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Selling, General and Administrative Expenses

	Three Months Ended											Six Months Ended
(in millions)	August 27, 2022			August 28, 2021			Change					August 27, 2022			August 28, 2021			Change
Selling, general and administrative expenses ("SG&A")	$	634.9		$	653.0		$	(18.1)		(2.8)	%	$	1,272.4		$	1,311.7		$	(39.3)		(3.0)	%
SG&A as a percentage of net sales	44.2		%	32.9		%	11.3		%	34.3	%	43.9		%	33.3		%	10.6		%	31.8	%

SG&A for the three months ended August 27, 2022 was $634.9 million, or 44.2% of net sales, compared with $653.0 million, or 32.9% of net sales, for the three months ended August 28, 2021. SG&A for the six months ended August 27, 2022 was $1.272 billion, or 43.9% of net sales, compared with $1.312 billion, or 33.3% of net sales, for the six months ended August 28, 2021. The decrease in SG&A for the three and six months ended August 27, 2022 compared with the three and six months ended August 28, 2021 was primarily attributable to the Company's cost reduction initiatives, primarily a decrease in payroll and payroll-related expenses, and lower rent and occupancy expenses due to a lower store base as a result of the Company's fleet optimization program in fiscal 2021. These cost reductions were partially offset by higher marketing spend. The increase in SG&A as a percentage of net sales for the three and six months ended August 27, 2022 was primarily due to the impact of de-leveraging of SG&A due to the declines in net sales noted above.

Impairments

Impairments for the three and six months ended August 27, 2022 were $55.5 million and $82.2 million, respectively, compared with $7.6 million and $16.7 million, respectively, during the comparable periods last year. Impairment charges for the three months ended August 27, 2022 and August 28, 2021 included $55.5 million and $7.0 million, respectively, relating to certain store-level assets (including leasehold improvements and operating lease assets) and tradename impairments of $0.6 million for three months ended August 28, 2021. There were no tradename impairment charges for three months ended August 27, 2022. Impairment charges for the six months ended August 27, 2022 and August 28, 2021 included $79.3 million and $14.0 million, respectively, relating to certain store-level assets (including leasehold improvements and operating lease assets) and tradename impairments of $2.9 million and $2.7 million, respectively.

Restructuring and Transformation Initiative Expenses

During the three and six months ended August 27, 2022, restructuring and transformation initiative expenses were $54.1 million and $78.3 million, respectively, which included $35.0 million of severance costs for workforce reduction and leadership changes for both the three and six months ended August 27, 2022. The Company also recorded approximately $1.6 million and $6.8 million, respectively, of lease related and other costs and approximately $17.5 million and $36.5 million, respectively, of costs in connection with our technology transformation and business strategy and operating model transformation programs across core functions, including merchandising, supply chain, and finance for the three and six months ended August 27, 2022. During the three and six months ended August 28, 2021, restructuring and transformation initiative expenses were $24.5 million and $58.2 million, respectively, primarily related to costs recorded in connection with the store network optimization program as well as costs associated with other transformation initiatives (see “Restructuring and Transformation Initiative Expenses,” Note 18 to the accompanying consolidated financial statements).

Loss on Sale of Businesses

During the three and six months ended August 28, 2021, we recognized a loss of approximately $0.1 million and $4.1 million, respectively, associated with certain working capital and other adjustments related to the divestiture of certain banners in fiscal 2020.

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Operating Loss

	Three Months Ended											Six Months Ended
(in millions)	August 27, 2022			August 28, 2021			Change					August 27, 2022			August 28, 2021			Change
Operating Loss	$	(346.2)		$	(84.1)		$	(262.1)		311.7	%	$	(685.4)		$	(156.0)		$	(529.4)		339.4	%
As a percentage of net sales	(24.1)		%	(4.2)		%	(19.9)		%	473.8	%	(23.6)		%	(4.0)		%	(19.6)		%	490.0	%

For the three months ended August 27, 2022, operating loss was $346.2 million, or 24.1% of net sales, compared with an operating loss of $84.1 million, or 4.2% of net sales, for the three months ended August 28, 2021. Operating loss for the three months ended August 27, 2022 included the unfavorable impact of the acceleration of inventory clearance activity resulting from actions taken to rebalance inventory levels in response to consumer trends and transient supply chain-related port fees, $54.1 million associated with restructuring and other transformation initiatives, and $55.5 million for non-cash impairment charges (each as discussed above or below). The change in operating loss as a percentage of net sales for three months ended August 27, 2022 was primarily due to the decline in gross margin, as discussed above, as well as higher restructuring and transformation initiative expenses and higher impairment charges compared to the three months ended August 28, 2021.

For the six months ended August 27, 2022, operating loss was $685.4 million, or 23.6% of net sales, compared with an operating loss of $156.0 million, or 4.0% of net sales, for the six months ended August 28, 2021. Operating loss for the six months ended August 27, 2022 included the impact of $91.6 million related to inventory markdown reserves, the acceleration of inventory clearance activity resulting from actions taken to rebalance inventory levels in response to consumer trends and transient supply chain-related port fees, $78.3 million associated with restructuring and other transformation initiatives, and $82.2 million for non-cash impairment charges (each as discussed above). The change in operating loss as a percentage of net sales for six months ended August 27, 2022 was primarily due to the decline in gross margin, as discussed above, as well as higher restructuring and transformation initiative expenses and higher impairment charges compared to the six months ended August 28, 2021.

Interest Expense, net

Interest expense, net for the three and six months ended August 27, 2022 was $18.6 million and $35.1 million, respectively, compared with $16.1 million and $32.1 million, respectively, for the three and six months ended August 28, 2021. Interest expense, net includes interest costs attributable to our revolving credit facilities and our senior unsecured notes.

Income Taxes

The effective tax rate for the three and six months ended August 27, 2022 was (0.4)% and (0.5)%, respectively, compared with 27.0% and 34.2%, respectively, for the three and six months ended August 28, 2021. For the three and six months ended August 27, 2022, the effective tax rate reflects the impact of continuing to record a valuation allowance against the Company’s U.S. federal and state deferred tax assets (discussed below). For the three and six months ended August 28, 2021, the effective tax rate reflects the impact of charges for restructuring and transformation initiatives, as well as a benefit under the provisions of the CARES Act, to a year in which the tax rate was 35%.

In assessing the recoverability of our deferred tax assets, we evaluated the available objective positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit the use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that we will realize a benefit, we established a valuation allowance. A valuation allowance is a non-cash charge, and does not limit our ability to utilize our deferred tax assets, including our ability to utilize tax loss and credit carryforward amounts, against future taxable income.

In the third quarter of fiscal 2021, we concluded that, based on our evaluation of available objective positive and negative evidence, it was no longer more likely than not that our net U.S. federal and state deferred tax assets were recoverable. In assessing the realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included our cumulative loss before income taxes for the past three years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as timing and the cost of our transformation initiatives and their expected associated benefits. Accordingly, in the third quarter of fiscal 2021, we recorded a valuation allowance against substantially all of our net U.S. federal and state deferred tax assets.

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During the three and six months ended August 27, 2022, we concluded that it continues to not be more likely than not that our net U.S. federal and state deferred tax assets are recoverable, and have recorded a valuation allowance against any deferred tax assets generated in the quarter. As of August 27, 2022, the total valuation allowance relative to U.S. federal and state deferred tax assets was $224.3 million.

The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for future growth.

Potential volatility in the effective tax rate from year to year may occur as we are required each year to determine whether new information changes our assessment of both the probability that a tax position will effectively be sustained and the appropriateness of the amount of recognized benefit. 

Net Loss

As a result of the factors described above, net loss for the three months ended August 27, 2022 was $366.2 million, or $4.59 per diluted share, compared with net loss of $73.2 million, or $0.72 per diluted share, for the three months ended August 28, 2021. Net loss for the three months ended August 27, 2022 included a net unfavorable impact of $1.37 per diluted share associated with charges for restructuring and other transformation initiatives, and non-cash impairment charges (each as discussed above), as well as the associated tax effects. Net loss for the three months ended August 28, 2021 included a net unfavorable impact of $0.76 per diluted share associated with non-cash impairment charges, charges associated with restructuring program and transformation initiatives, loss on sale of business, and loss on extinguishment of debt, partially offset by a gain on the sale of property (each as discussed above), as well as the associated tax effects.

As a result of the factors described above, net loss for the six months ended August 27, 2022 was $723.8 million, or $9.09 per diluted share, compared with net loss of $124.1 million, or $1.19 per diluted share, for the six months ended August 28, 2021. Net loss for the six months ended August 27, 2022 included a net unfavorable impact of $2.39 per diluted share associated with inventory markdown reserves, the acceleration of inventory clearance activity and transient supply chain-related port fees, restructuring and other transformation initiatives, and non-cash impairment charges (each as discussed above), as well as the associated tax effects. Net loss for the six months ended August 28, 2021 included a net unfavorable impact of $1.27 per diluted share associated with non-cash impairment charges, charges associated with restructuring program and transformation initiatives, loss on sale of business, and loss on extinguishment of debt, partially offset by a gain on the sale of property, (each as discussed above), as well as the associated tax effects.

Liquidity and Capital Resources

We had cash, cash equivalents and restricted cash of $166.7 million as of August 27, 2022, a decrease of approximately $304.2 million as compared with February 26, 2022, driven by working capital investments in inventory, as well as $226.5 million in capital expenditures and $43.2 million in share repurchases, partially offset by borrowings under our ABL Facility of $550.0 million and net cash used in operating activities of $582.4 million for the six months ended August 27, 2022. As of August 27, 2022, we had approximately $315.0 million of available borrowing capacity under its ABL Facility. Subsequent to the end of the second quarter of fiscal 2022, we entered into an amendment, which expanded its ABL Facility to $1.130 billion and entered into a new FILO Facility of $375.0 million (see "Long-Term Debt", Note 13). As of the end of fiscal September 2022, our current available borrowing capacity was approximately $690.0 million.

We are required to perform a two-step analysis of our ability to continue as a going concern. It must first evaluate whether there are conditions and events that raise substantial doubt about our ability to continue as a going concern (Step 1). If we conclude that substantial doubt is raised, it is also required to consider whether our plans alleviate that doubt (Step 2).

Management’s assessment included the preparation of cash flow forecasts. Management has implemented or expects to implement various strategic actions including permanently closing stores that are deemed to be performing below expectations, reducing its workforce, deferring or eliminating certain capital expenditures and reducing other operating expenses to ensure alignment with customer demand and its go-forward strategy.

We believe that available cash and cash equivalents, the cash provided by future operating activities, and availability under its recently increased ABL credit facility and its new FILO credit facility should enable us to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. If we encounter unforeseen circumstances that place further constraints on its capital resources, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, and controlling

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overhead expenses. Management cannot provide any assurance that our efforts will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

We have the ability to continue to borrow under our ABL Facility, subject to customary conditions, including no default, the accuracy of representations and warranties, and borrowing base availability. The ABL Facility matures on August 9, 2026. Our ability to borrow under the ABL Facility is based upon a specified borrowing base consisting of a percentage of our eligible inventory and credit card receivables as defined in the ABL Facility, net of applicable reserves (see “Long-Term Debt,” Note 13 to the accompanying consolidated financial statements).

In addition, on August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, we established an at the market equity distribution program (the "ATM Program") (see “Shareholders' (Deficit) Equity,” Note 14 to the accompanying consolidated financial statements), under which we may offer and sell up to a maximum of 12 million shares of common stock. The potential proceeds from the ATM Program are expected to be used for a number of corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures, acquisitions and other investments. Since the end of the fiscal second quarter, we have sold approximately 3.0 million shares for approximately $30.0 million of proceeds under the ATM Program.

We are considering liability management transactions with particular focus on the 2024 bonds. Transactions could be launched in the third quarter of fiscal 2022 and could include offers to exchange our current debt for new longer tenured debt or equity at exchange ratios related to the then-current value of the current debt. However, the transactions could take other forms or might not be launched at all.

Capital Expenditures

Capital expenditures for the six months ended August 27, 2022 were $226.5 million, and for fiscal 2022 are projected to be approximately $250 million. Our capital expenditures are related to digital and omni-channel capabilities, store remodels and investments in technology across a number of areas including supply chain, merchandising, and finance.

We continue to review and prioritize our capital needs and remain committed to making the required investments in our infrastructure to help position us for continued growth and success. Key areas of investment include: continuing to improve the presentation and content as well as the functionality, general search and navigation across our customer facing digital channels; improving customer data integration and customer relations management capabilities; continuing to enhance service offerings to our customers; continuing to strengthen and deepen our information technology, analytics, marketing, e-commerce, merchandising and finance capabilities; and creating more flexible fulfillment options designed to improve our delivery capabilities and lower our shipping costs. These and other investments are expected to, among other things, provide a seamless and compelling customer experience across our omni-channel retail platform.

Stock Repurchases

During the three and six months ended August 27, 2022, we repurchased less than 0.1 million and approximately 2.5 million shares, respectively, of our common stock, at a total cost of approximately $0.2 million and $43.2 million, respectively. For the six months ended August 27, 2022, the stock repurchases included approximately 2.3 million shares at a total cost of approximately $40.4 million, repurchased under our share repurchase programs as authorized by our Board of Directors, which was completed in the first quarter of fiscal 2022.

During the three and six months ended August 28, 2021, we repurchased approximately 3.5 million and 8.7 million shares, respectively, of our common stock, at a total cost of approximately $101.3 million and $240.0 million, respectively, which included approximately 3.4 million and 8.3 million shares, respectively, at a total cost of approximately $100.8 million and $231.2 million, respectively, repurchased under our share repurchase programs as authorized by our Board of Directors.

Additionally, during the three and six months ended August 27, 2022, we repurchased less than 0.1 million and approximately 0.2 million shares, respectively, of our common stock, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards, and performance stock unit awards at a total cost of approximately $0.2 million and $2.8 million, respectively. During the three and six months ended August 28, 2021, we repurchased approximately 0.1 million and 0.4 million shares, respectively, of our common stock, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards, and performance stock unit awards at a total cost of approximately $0.5 million and $8.8 million, respectively.

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During fiscal 2021, we announced that we intended to complete our $1 billion three-year share repurchase plan by the end of fiscal 2021, two years ahead of schedule. During the first quarter of fiscal 2022, we completed this program, repurchasing approximately 2.3 million shares of our common stock.

In January 2021, we entered into an accelerated share repurchase agreement to repurchase an aggregate $150.0 million of our common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021.

Between December 2004 and April 2021, our Board of Directors authorized, through several share repurchase programs, the repurchase of up to $12.950 billion of our shares of common stock. We also acquire shares of our common stock to cover employee related taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of common stock repurchased is approximately 264.7 million shares for a total cost of approximately $11.7 billion. We had approximately $1.2 billion remaining of authorized share repurchases as of August 27, 2022.

Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number of factors, including the price of our common stock, general business and economic conditions, our financial condition and operating results, the emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. Our share repurchase program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic on our business operations or stock price. We review our alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be subject to the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (see “Long-Term Debt,” Note 13 to the accompanying consolidated financial statements). We do not currently have plans to engage in stock repurchases as this time.

Debt Repurchases

There were no debt repurchases made during the three and six months ended August 27, 2022. During the three and six months ended August 28, 2021, we purchased approximately $3.1 million and $11.0 million, respectively, aggregate principal amount of our outstanding 3.749% senior unsecured notes due August 1, 2024.

Cash Flow

Fiscal 2022 compared with Fiscal 2021

Net cash used in operating activities for the six months ended August 27, 2022 was $582.4 million, compared with net cash provided by operating activities of $46.0 million in the corresponding period in fiscal 2021. The year-over-year change in operating cash flow was primarily due to higher net loss, adjusted for non-cash expense, which included the impact of higher impairments in fiscal 2022, as well as investments in inventory as a result of lower than anticipated sales, partially offset by a decrease in accrued expenses and other current liabilities.

Retail inventory, which includes inventory in our distribution facilities for direct to customer shipments, was approximately $1.576 billion at August 27, 2022, a decrease of 8.6% compared with retail inventory at February 26, 2022. We continue to focus on our inventory optimization strategies.

Net cash used in investing activities for the six months ended August 27, 2022 was $226.5 million, compared with net cash used in investing activities of $174.5 million in the corresponding period of fiscal 2021. For the six months ended August 27, 2022, net cash used in investing activities included $226.5 million of capital expenditures. For the six months ended August 28, 2021, net cash used in investing activities was comprised of $149.5 million of capital expenditures and $30.0 million of purchases of held-to-maturity investment securities, partially offset by $5.0 million in proceeds from the sale of property.

Net cash provided by financing activities for the six months ended August 27, 2022 was $505.6 million, compared with net cash used in financing activities of $255.4 million in the corresponding period of fiscal 2021. Net cash provided by financing activities in the six months ended August 27, 2022 was comprised of $550.0 million of borrowings under the ABL Facility, offset by repurchases of common stock of $43.2 million, of which $40.4 million is related to our share repurchase program, repayments of finance leases of $0.8 million and dividend payments of $0.3 million. Net cash used in financing activities in the six months ended August 28, 2021 was comprised of repurchases of our common stock of $240.0 million, of which $231.2

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million is related to the Company's share repurchase program, repayments of long-term debt of $11.4 million, payments of deferred financing costs of $3.4 million and dividend payments of $0.6 million.

Seasonality

Our business is subject to seasonal influences. Generally, our sales volumes are higher in the calendar months of August, November and December, and lower in September and October.

Critical Accounting Policies

See "Critical Accounting Policies" under Item 7 of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022 ("2021 Form 10-K"), filed with the Securities and Exchange Commission ("SEC").

Forward-Looking Statements

This Form 10-Q and Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 including, but not limited to, our progress and anticipated progress towards our long-term objectives, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2022 fiscal year. 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, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our 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 recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type of products; the impact of cost-saving measures; our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; our inability to complete our expected credit financings; changes to our credit rating or the terms on which vendors or others will provide us credit; the impact of strategic changes, including the reaction of customers to such changes; a challenging overall macroeconomic environment and a highly competitive retailing environment; risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; changing consumer preferences, spending habits and demographics; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; damage to our reputation in any aspect of our operations; the cost of labor, merchandise, logistical costs and other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; inflation and the related increases in costs of materials, labor and other costs; inefficient management of relationships and dependencies on third-party service providers; our ability to attract and retain qualified employees in all areas of the organization; unusual weather patterns and natural disasters, including the impact of climate change; uncertainty and disruptions in financial markets; volatility in the price of our common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on our capital allocation strategy; changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; new, or developments in existing, litigation, claims or assessments; and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates relates primarily to our investment securities and the ABL Facility. Our market risks at August 27, 2022 are similar to those disclosed in Item 7A of our 2021 Form 10-K.

As of August 27, 2022, our investments include cash and cash equivalents of approximately $135.3 million, restricted cash of $31.4 million, and long-term investments in auction rate securities of approximately $19.3 million at weighted average interest rates of 1.42%, 0.05%, and 1.31%, respectively. The book value of these investments is representative of their fair values.

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Our senior unsecured notes have fixed interest rates and are not subject to interest rate risk. As of August 27, 2022, the fair value of the senior unsecured notes was $254.3 million, which is based on quoted prices in active markets, compared with the carrying value of approximately $1.184 billion. As of August 27, 2022, the carrying amount of the ABL Facility approximates fair value as interest charged is based on the current market rate.

ITEM 4. CONTROLS AND PROCEDURES

(a)  Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) and 15d-15(e)) as of August 27, 2022 (the end of the period covered by this quarterly report on Form 10-Q). Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

(b)  Changes in Internal Control over Financial Reporting

In the ordinary course of business, management reviews its system of internal control over financial reporting and makes changes to its systems and processes to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include activities such as implementing new, more efficient systems and automating manual processes.

During the first quarter of fiscal 2022, we implemented new general ledger, sales audit, accounts payable, and consolidation and reporting systems as part of our multi-year effort to upgrade and/or replace certain of our information systems. The implementation resulted in certain changes to the Registrant's processes and procedures related to general accounting, sales audit, and accounts payable, and financial reporting that have required the Registrant to effect certain modifications to its internal control over financial reporting. These changes to the Registrant's processes and procedures have been and will continue to be subjected to the Registrant's processes for evaluating the design and operating effectiveness of internal control over financial reporting. Other than the system implementation noted above, the Registrant's principal executive officer and principal financial officer have determined that there have been no other changes in the Registrant's internal control over financial reporting during the most recently completed fiscal quarter covered by this report identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A putative securities class action was filed on April 14, 2020 against our Company and three of our officers and/or directors (Mark Tritton (the Company's former President and Chief Executive Officer), Mary Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s former Chief Financial Officer and Treasurer)) in the United States District Court for the District of New Jersey (the "New Jersey federal court"). The case, which is captioned Vitiello v. Bed Bath & Beyond Inc., et al., Case No. 2:20-cv-04240-MCA-MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on behalf of a putative class of purchasers of our securities from October 2, 2019 through February 11, 2020. The Complaint alleges that certain of our disclosures about financial performance and certain other public statements during the putative class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the Amended Complaint on December 21, 2020.

After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the Securities Class Action. The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. The court granted final approval to the settlement and dismissed the Securities Class Action on June 2, 2022. The Company had previously recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available and this amount was paid by the insurance company in the second fiscal quarter of 2022.

On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of our Company against various present and former directors and officers. The case, which is captioned Salu v. Tritton, et al., Case No. 2:20-cv-08673-MCA-MAH (D.N.J.), asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under state law arising from the events underlying the securities class actions described above and from our repurchases of our own shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.

On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No. 516051/2020, was filed in the Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider case are similar to those pled in the three federal derivative cases, except that the Schneider complaint does not plead claims under the Exchange Act. On September 21, 2020, the parties filed a stipulation seeking to stay that action pending disposition of a motion to dismiss in the securities class action, subject to various terms and conditions.

On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of New York, Kings County. The claims are essentially the same as in the other two derivative actions. On October 26, 2021, the court consolidated the Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion to dismiss this case.

The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached in the first quarter of fiscal 2022. The settlement has been executed and was preliminarily approved by the New York State Court in June 2022. The court granted final approval to the settlement on September 21, 2022.

On August 23, 2022, a putative securities class action and shareholder derivative action was filed against the Company, Gustavo Arnal (the Company's former Chief Financial Officer), and certain third parties in the United States District Court for the District of Columbia. The case, which is captioned Si v. Bed Bath & Beyond Corp., et al., Case No. 2:22-cv-02541, asserts claims of breach of fiduciary duty, negligent misrepresentation, and violations of §§ 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of our securities from March 25, 2022 through August 18, 2022. The Complaint alleges that certain of our disclosures about the Company's revenue and proposed divestments, as well as other disclosures made by

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certain of our investors about their holdings, during the putative class period were materially false or misleading. The Company is in the early stages of evaluating the complaint, but based on current knowledge the Company believes the claims are without merit

While no assurance can be given as to the ultimate outcome of these matters, we do not believe that the final resolution will have a material adverse effect on the Company’s consolidated financial position, results or liquidity. We are also a party to various legal proceedings arising in the ordinary course of business, which we do not believe to be material to the Company’s consolidated financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

Our reliance on international suppliers increases our risk of supply chain disruption, which could materially increase the cost and reduce or delay the supply of our products, which could adversely affect our business, financial condition, operating results and prospects.

Our reliance on international suppliers increases our risk of supply chain disruption. Events that could cause disruptions to our supply chain include but are not limited to:

• the imposition of additional trade laws or regulations;

• the imposition of additional duties, tariffs and other charges on imports and exports;

• foreign currency fluctuations;

• theft; and

• restrictions on the transfer of funds.

The occurrence of any of the foregoing or other similar events could materially increase the cost and reduce or delay the supply of our products, which could adversely affect our business, financial condition, operating results and prospects.

Changes in our credit ratings have limited, and may continue to limit, our access to capital markets and adversely affect our liquidity.

The credit rating agencies periodically review our capital structure and the quality and stability of our earnings. Downgrades to our long-term credit ratings have resulted in, and could continue to result in, reduced access to the credit and capital markets and higher interest costs on future financings, if any. For example, S&P Global Ratings recently downgraded our long-term credit rating to B- with a negative outlook. The future availability of financing will depend on a variety of factors such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of us. There is no assurance that we will be able to obtain additional financing or be able to refinance existing debt on favorable terms or at all, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our arrangements with our suppliers and vendors may be impacted by our financial results or financial position.

Substantially all of our merchandise suppliers and vendors sell to us on open account purchase terms. In the fiscal year ending February 26, 2022, we purchased our merchandise from approximately 4,600 suppliers with our largest supplier accounting for approximately 5% of our merchandise purchases and the ten largest suppliers accounting for approximately 23% of such purchases. We have no long-term contracts for the purchases of merchandise. There is a risk that our key suppliers and vendors could respond to any actual, apparent or perceived decrease in or any concern with our financial results or liquidity by requiring or conditioning their sale of merchandise to us on more stringent or more costly payment terms, such as by requiring standby letters of credit, earlier or advance payment of invoices, payment upon delivery, payment ahead of delivery or other assurances or credit support or by choosing not to sell merchandise to us on a timely basis or at all. For example, as of August 30, 2022 certain of our vendors and suppliers have requested and/or been granted more stringent payment terms, stand-by letters of credit and/or earlier or advanced payment of invoices. Our arrangements with our suppliers and vendors may also be impacted by media reports or rumors, regardless of accuracy, regarding our financial position. Our need for additional liquidity could significantly increase and our supply of merchandise could be materially disrupted if a significant portion of our key suppliers and vendors took one or more of the actions described above, which could have a material adverse effect on our sales, customer satisfaction, cash flows, liquidity and financial position.

Since fiscal 2019, we have incurred net losses and we expect to continue to incur additional losses in the near term.

We incurred net losses in our most recently completed three fiscal years, including a net loss of $559.6 million for the fiscal year ended February 26, 2022. We may continue to incur net losses in future periods, which would adversely affect our

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business and financial condition and could have material negative effects on the trading price of our common stock. Additionally, due to the risks inherent in our operations, our future net losses may be greater than our past net losses.

Our credit agreement limits our borrowing capacity to the value of certain of our assets and is secured by certain of our personal property, and lenders may exercise remedies against the collateral if an event of default has occurred and is continuing.

Our Amended Credit Agreement provides for a $1.135 billion asset-based revolving credit facility and a $375 million first-in-last-out term loan credit facility. Our borrowing capacity under our revolving credit facility varies according to the Company’s inventory levels and credit card receivables, net of certain reserves, and our term loan credit facility is subject to a borrowing base consisting of eligible credit card receivables, eligible inventory and eligible intellectual property. In the event of any material decrease in the amount of or appraised value of these assets or upon the disposition of certain material assets, our borrowing capacity under either the ABL Facility or the FILO Facility, would similarly decrease, which could adversely impact our business and liquidity.

The ABL Facility and FILO Facility contain customary affirmative and negative covenants and certain restrictions on operations become applicable if our availability falls below certain thresholds. These covenants could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions such as asset sales and acquisitions, and to engage in other actions that we may believe are advisable or necessary for our business.

Our obligations under the ABL Facility and the FILO Facility are secured by first priority liens on substantially all assets of the Company and certain of its subsidiaries, subject to customary exceptions. In the event of a default that is not cured or waived within any applicable cure periods, the lenders’ commitment to extend further credit under our revolving credit facility could be terminated, our outstanding obligations under the revolving credit facility and FILO Facility could become immediately due and payable, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral. If we are unable to borrow under our revolving credit facility, we may not have the necessary cash resources for our operations and, if any event of default occurs under either credit facility, there is no assurance that we would have the cash resources available to repay such accelerated obligations, refinance such indebtedness on commercially reasonable terms, or at all, or cash collateralize our letters of credit, which would have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our business would be adversely affected if we are unable to service our debt obligations.

We have incurred indebtedness under senior unsecured notes, have entered into the ABL Facility and anticipate entering into the Amended Credit Agreement. Our ability to pay interest and principal when due, comply with debt covenants or repurchase the senior unsecured notes if a change of control occurs, will depend upon, among other things, sales and cash flow levels and other factors that affect our future financial and operating performance, including prevailing economic conditions and financial and business factors, many of which are beyond our control. Given the current economic environment, and ongoing challenges to our business, we may be unable to maintain compliance with the minimum fixed charge coverage ratio covenant under the ABL Facility (or, if entered into, the Amended Credit Agreement) in future periods, to the extent the covenant is applicable under the terms of the ABL Facility (or the Amended Credit Agreement, as applicable), which would among other things, result in an event of default under the ABL Facility (or the Amended Credit Agreement, as applicable).

The principal sources of our liquidity are funds generated from operating activities, available cash and cash equivalents, borrowings under our credit facilities and supplier and vendor financing. Our ability to achieve our business and cash flow plans is based on a number of assumptions which involve significant judgments and estimates of future performance, borrowing capacity and credit availability, which cannot at all times be assured. Accordingly, there is no assurance that cash flows from operations and other internal and external sources of liquidity will at all times be sufficient for our cash requirements. If necessary, we may need to consider actions and steps to improve our cash position and mitigate any potential liquidity shortfall, such as modifying our business plan, pursuing additional financing to the extent available, reducing capital expenditures, pursuing and evaluating other alternatives and opportunities to obtain additional sources of liquidity and other potential actions to reduce costs. There can be no assurance that any of these actions would be successful, sufficient or available on favorable terms. Any inability to generate or obtain sufficient levels of liquidity to meet our cash requirements at the level and times needed would have a material adverse impact on our business and financial position.

If we become unable in the future to generate sufficient cash flow to meet our debt service requirements, we may be forced to take remedial actions such as restructuring or refinancing our debt; seeking additional debt or equity capital; reducing or delaying our business activities, or selling assets. There can be no assurance that any such measures would be successful.

Our ability to obtain any additional financing or any refinancing of our debt, if needed at any time, depends upon many factors, including our existing level of indebtedness and restrictions in our debt facilities, historical business performance, financial projections, the value and sufficiency of collateral, prospects and creditworthiness, external economic conditions and general liquidity in the credit and capital markets. Any additional debt, equity or equity-linked financing may require modification of

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our existing debt agreements, which there is no assurance would be obtainable. Any additional financing or refinancing could also be extended only at higher costs and require us to satisfy more restrictive covenants, which could further limit or restrict our business and results of operations, or be dilutive to our stockholders.

Information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

We have received, and may continue to receive, a high degree of media coverage that is published or otherwise disseminated by third parties, including blogs, articles, online forums, message boards and social and other media. This includes coverage that is not attributable to statements made by our directors, officers or employees.

We have experienced significant turnover in our senior management team and across our organization, and our failure to attract and retain qualified personnel, skilled workers and key officers could have an adverse effect on us.

We have recently experienced significant turnover in our senior management team and reductions in our workforce and have promoted employees to fill certain key roles and are conducting searches for additional key roles, including those of a permanent chief executive officer and chief financial officer. Our business may be adversely affected by the transitions in our senior management team and reduction in workforce, and turnover at the senior management level may create instability within the Company, which could disrupt and impede our day-to-day operations, internal controls and our ability to fully implement our business plan and growth strategy. In addition, management transition inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution, and our results of operations and financial condition could be negatively impacted as a result. Competition for key management personnel is intense. If we fail to successfully attract and appoint permanent replacements with the appropriate expertise, we could experience increased employee turnover and harm to our business, results of operations, cash flow and financial condition. The search for permanent replacements could also result in significant recruiting and relocation costs, as well as increased salary and benefit costs. Like most businesses, our employees are important to our success and we are dependent in part on our ability to retain the services of our key management, operational, compliance, finance, administrative and store associate personnel. In order to compete and implement our growth strategy, we must attract, retain, and motivate employees, and turnover of senior management, store closures and reductions in workforce may make it difficult to retain qualified and skilled employees.

Refer to Part I, Item 1A, “Risk Factors,” of our 2021 Form 10-K, filed on April 21, 2022 with the SEC, and the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our purchases of our common stock during the second quarter of fiscal 2022 were as follows:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly or Announced Plans Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2)
May 29, 2022 - June 25, 2022	8,600	$	7.22	8,600	$	1,224,310,799
June 26, 2022 - July 23, 2022	15,600	$	7.89	15,600	$	1,224,187,672
July 24, 2022 - August 27, 2022	3,500	$	9.81	3,500	$	1,224,153,348
Total	27,700	$	7.93	27,700	$	1,224,153,348

(1) Between December 2004 and April 2021, our Board of Directors authorized, through several share repurchase programs, the repurchase of $12.950 billion of our shares of common stock. We have authorization to make repurchases from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations. Shares purchased, as indicated in this table, include shares withheld to cover employee related taxes on vested restricted shares, restricted stock units and performance stock unit awards, as well as shares purchased pursuant to accelerated share repurchase agreements. Our share repurchase program could change, and any future share repurchases will be subject to the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business and market conditions and other factors, including the restrictions on share repurchases under our secured asset-based revolving credit facility.

(2) Excludes brokerage commissions paid by the Company, if any.

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ITEM 5. OTHER INFORMATION

As previously disclosed, the Company is party to an asset-based credit agreement, as amended (the “Amended Credit Agreement”), which provides for a $1.0 billion asset-based revolving credit facility (the “ABL Facility”). As of August 27, 2022, the Company had $550.0 million of borrowings outstanding under the ABL Facility and $136.4 million of outstanding letters of credit had been issued under the ABL Facility. Subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment to the Credit Agreement (the "Amendment"). The Amendment increased the aggregate revolving commitments by $130.0 million to $1.130 billion for the time periods set forth in the Amendment. The Amendment also provides for a first-in-last-out term loan facility of $375.0 million, which term loans were drawn September 2, 2022 (such date, the “Funding Date”) (such facility, the “FILO Facility” and together with the ABL Facility, the “Credit Facilities”). The ABL Facility matures on August 9, 2026, unless required to mature earlier pursuant to the terms of the Amended Credit Agreement. The FILO Facility matures on August 31, 2027, unless required to mature earlier pursuant to the terms of the Amended Credit Agreement. The Company's borrowings have been and may be used for working capital, including inventory purchases, and other general corporate purposes.

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ITEM 6. EXHIBITS

The exhibits to this Report are included herein. 

Exhibit No.	Exhibit
4.1*	Amendment dated August 31, 2022 to Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Company's US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc. as FILO agent and the lenders party thereto
10.1*	Employment Agreement between the Company and Sue Gove (dated as of June 29, 2022)
10.2*	Restricted Stock Unit Agreement between the Company and Sue Gove (dated June 29, 2022)
10.3*	Separation Agreement and General Release between the Company and Mark J. Tritton (dated as of June 27, 2022)
10.4*	Separation Agreement and General Release between the Company and John Hartmann (dated as of August 31, 2022)
10.5*	Separation Agreement and General Release between the Company and Joseph G. Hartsig (dated as of August 31, 2022)
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	The cover page of Bed Bath & Beyond Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 27, 2022, formatted in Inline XBRL (included within Exhibit 101 attachments)

________________

* Filed herewith.

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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 thereunto duly authorized.

	BED BATH & BEYOND INC.
	(Registrant)
Date: September 29, 2022	By:	/s/ Laura Crossen
		Laura Crossen
		Interim Chief Financial Officer

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EX-4.1

Execution Version Exhibit 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 31, 2022 by and among BED BATH AND BEYOND INC., a New York corporation, as the Company; The other U.S. BORROWERS party hereto; The CANADIAN BORROWERS party hereto (together with the Company and the U.S. Borrowers, collectively, the “Borrowers”); The other LOAN PARTIES party hereto; The LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent. R E C I T A L S: WHEREAS, the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of August 9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing ABL Credit Agreement”; and the Existing ABL Credit Agreement as amended by this Amendment, the “ABL Credit Agreement”); WHEREAS, the Borrowers have requested, among other things, that (a) the FILO Term Loan Lenders extend a new tranche of “first-in, last-out” term loans in an aggregate original principal amount of $375,000,000 in connection with this Amendment to be funded on or prior to September 2, 2022 and (b) the Administrative Agent and the Required Lenders amend certain other provisions of the Existing ABL Credit Agreement; WHEREAS, each FILO Term Loan Lender that is a signatory hereto desires to become a party to, and bound by, the terms of the ABL Credit Agreement and the other Loan Documents as a FILO Term Loan Lender and a Lender thereunder; and WHEREAS, subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth herein, (a) the FILO Term Loan Lenders have indicated their willingness to make the FILO Term Loans available and (b) the Administrative Agent and Required Lenders are willing to so amend the Existing ABL Credit Agreement, in each case, on the terms set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the ABL Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

2 1. Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the ABL Credit Agreement. 2. Amendments to the Existing ABL Credit Agreement. (a) Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents and in this Amendment, the Borrowers, the other Loan Parties party hereto, the Administrative Agent, and the Lenders party hereto, as applicable, agree, effective as of the First Amendment Effective Date, that the Existing ABL Credit Agreement is hereby amended as reflected in the pages of the ABL Credit Agreement attached as Annex A hereto to delete the stricken text (indicated textually in the same manner as the following example: stricken text)) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text). (b) Schedules to the ABL Credit Agreement. i. The Schedules to the ABL Credit Agreement are hereby amended and restated in the form attached as Annex B hereto. ii. Schedule 9.23 is hereby added to the ABL Credit Agreement in the form attached as Annex C hereto. 3. Joinder of FILO Term Loan Lenders and Joinder and Appointment of FILO Agent. (c) As of the First Amendment Effective Date, the parties hereto hereby agree and acknowledge that, by executing this Amendment, each FILO Term Loan Lender party hereto shall become a “Lender” and a “FILO Term Loan Lender” under the ABL Credit Agreement and the other Loan Documents with a FILO Term Loan Commitment as set forth on the Commitment Schedule to the ABL Credit Agreement. Each FILO Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the ABL Credit Agreement and the other Loan Documents, (ii) it shall (A) be bound by the provisions of the ABL Credit Agreement and the other Loan Documents as a Lender and FILO Term Loan Lender thereunder, (B) all rights under the ABL Credit Agreement and the other Loan Documents as a Lender or FILO Term Loan Lender, and shall have the obligations of a Lender and a FILO Term Loan Lender thereunder, (iii) it has received a copy of the ABL Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents, and (iv) it has, independently and without reliance upon the Administrative Agent, the FILO Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, the FILO Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and a FILO Term Loan Lender.

3 (d) As of the First Amendment Effective Date, each FILO Term Loan Lender, on behalf of itself and any of its Affiliates that are Secured Parties irrevocably appoints Sixth Street Specialty Lending, Inc. and its successors and assigns to serve as the FILO Agent under the Loan Documents and each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to exercise such powers under the ABL Credit Agreement and the other Loan Documents as are delegated to the FILO Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each FILO Term Loan Lender hereby authorizes the FILO Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the FILO Agent is a party, and to exercise all rights, powers and remedies that the FILO Agent may have under such Loan Documents. 4. Conditions to First Amendment Effective Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Effective Date”): (a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto; (b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent; (c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group; (d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent; (e) receipt by the Administrative Agent and the FILO Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; (f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of

4 properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Kirkland & Ellis LLP, counsel to the Loan Parties, (ii) Genova Burns LLC, special New Jersey counsel to the Loan Parties, (iii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Duckworth & Palmer LLP, special Alberta counsel to the Loan Parties, (v) Baker & McKenzie LLP, special Ontario counsel to the Loan Parties, and (vi) Farris LLP, special British Columbia counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request; (h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement; (i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof; (j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent; (k) the accuracy of the representations and warranties contained in Section 6 hereof; (l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied); (m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date;

5 (n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and (o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall be in proper form for filing, registration or recordation. 5. Conditions to First Amendment Funding Date. The effectiveness of the First Amendment Funding Date is subject to the satisfaction (or waiver by the Required FILO Lenders and, with respect to clause (e) below, the Required Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Funding Date”): (a) all fees payable pursuant to the FILO Fee Letter that are due and payable on or prior to the First Amendment Funding Date shall have been or will be paid in full by the Borrowers in accordance with the terms thereof; (b) receipt by the FILO Agent of a written Borrowing Request for a FILO Term Loan Borrowing in accordance with Section 2.03 of the ABL Credit Agreement; (c) the accuracy of the representations and warranties contained in Section 6 hereof; (d) receipt by the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Funding Date; and (e) after giving effect to the transactions contemplated by the First Amendment including the transactions contemplated to occur on the First Amendment Funding Date, the sum of (i) cash and cash equivalents of the Company and its Subsidiaries and (ii) Availability shall not be less than $775,000,000. 6. Representations and Warranties. To induce the Administrative Agent, the FILO Agent and the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent, the FILO Agent and such Lenders that, immediately prior to and immediately after giving effect to this Amendment, and on the First Amendment Funding Date, immediately prior to and immediately after giving effect to the First Amendment Funding Date: (a) Except as set forth in Section 11 below, no Default or Event of Default has occurred and is continuing or would immediately result from the consummation of the transactions contemplated by this Amendment; (b) all representations and warranties contained in the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date and the First Amendment Funding Date with the same effect as though such representations and warranties had been made on the First Amendment Effective Date or the First Amendment Funding Date, as applicable (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date);

6 (c) each Loan Party has the power and authority, and the legal right, to make, deliver and perform under this Amendment, the ABL Credit Agreement, and other Loan Documents executed as of the date hereof to which it is a party; and each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment, the ABL Credit Agreement and other Loan Documents executed as of the date hereof to which it is a party. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment, the ABL Credit Agreement and each other Loan Document executed as of the date hereof constitutes, a legal, valid and binding obligation of each Loan Party party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) no governmental approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof, except such governmental approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect; and (e) the execution, delivery and performance of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof (i) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (ii) will not violate or result in a default under any indenture (including the indenture governing the Senior Notes), or other material agreement or instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (iii) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents. 7. Loan Document. This Amendment shall be deemed to be a Loan Document as defined in the ABL Credit Agreement. 8. Severability. In the event any one or more of the provisions contained in this Amendment or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 9. References. Any reference to the Existing ABL Credit Agreement contained in any other document, instrument or agreement executed in connection with the Existing ABL Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the ABL Credit Agreement. 10. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.06 of the ABL Credit Agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment.

7 11. Waiver of Certain Defaults. Certain Defaults and Events of Default may have occurred and may be continuing under the Credit Agreement in respect of (a) Section 5.15 of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to deliver to the Administrative Agent Deposit Account Control Agreements or Securities Account Control Agreements within thirty (30) days of the effective date of the Existing ABL Credit Agreement pursuant to Schedule 5.15 of the Existing ABL Credit Agreement and (b) Section 5.07(c) of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to comply with the covenant set forth in Section 5.07(c) of the Credit Agreement (collectively, the “Existing Defaults”). The Administrative Agent and the Required Lenders hereby agree to waive the Existing Defaults. Except as set forth in this Section 10, nothing contained herein shall be deemed or construed to constitute a waiver of any Default or Event of Default that has occurred or exists under the Existing ABL Credit Agreement (and as amended by this Amendment) or any of the other Loan Documents, a waiver of any Default or Event of Default that hereafter may occur under the ABL Credit Agreement or any of the other Loan Documents, a waiver of compliance with any term or condition contained in the ABL Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties hereto and to the ABL Credit Agreement. Except as expressly set forth herein, the Administrative Agent, the FILO Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Existing ABL Credit Agreement and other Loan Documents remain unmodified and in full force and effect. 12. Reaffirmation. Each Loan Party, as a debtor, grantor, pledgor, guarantor or assignor, or in any similar capacity in which it has granted Liens or acted as a Guarantor, as the case may be, hereby ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the ABL Credit Agreement and the other Loan Documents to the extent such Loan Party is a party thereto, all as amended by this Amendment, and the Liens and security interests granted, created and perfected thereby, and acknowledges that other than as specifically set forth herein, none of the Administrative Agent, the FILO Agent or any Lender waives, diminishes or limits any term or condition contained in the ABL Credit Agreement or any other Loan Document. This Amendment contains the entire agreement among the parties hereto contemplated by this Amendment. The Loan Parties confirm and agree that the Existing ABL Credit Agreement and the other Loan Documents and each and every covenant, condition, obligation and provision set forth therein and as amended hereby are, and shall continue to be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects. 13. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that the Borrowers and the other Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder. Notwithstanding any notice or consent requirement in the ABL Credit Agreement to the contrary, each of the parties hereto hereby consents to any assignment by MUFG Union Bank, N.A. of its Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be documented in accordance with the terms hereof. 14. Further Assurance. Each of the Loan Parties hereby agrees from time to time, as and when reasonably requested by the Administrative Agent or Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the ABL Credit Agreement and the other Loan Documents in each case in accordance with the ABL Credit Agreement. 15. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. The terms and provisions of Sections 9.09 and 9.10 of the ABL Credit Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

8 [signature page follows]

[Signature Page to First Amendment to Amended and Restated Credit Agreement] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above. BORROWERS: BED BATH & BEYOND INC., a New York corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BUY BUY BABY, INC., a Delaware corporation DECORIST, LLC, a Delaware limited liability company HARMON STORES, INC., a Delaware corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BED BATH & BEYOND OF CALIFORNIA LIMITED LIABILITY COMPANY, a Delaware limited liability company By: Liberty Procurement Co. Inc. Its: Sole Member By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BED BATH & BEYOND CANADA L.P., an Ontario limited partnership By: BBB Canada Ltd. Its: General Partner By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] OTHER LOAN PARTIES: BBB CANADA LP INC., a Delaware corporation BBB VALUE SERVICES INC., a Tennessee corporation BBBY MANAGEMENT CORPORATION, a New Jersey corporation BED ‘N BATH STORES INC., a New Jersey corporation LIBERTY PROCUREMENT CO. INC., a New York corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BBYCF LLC, a Delaware limited liability company BBBYTF LLC, a Delaware limited liability company BWAO LLC, a Delaware limited liability company CHEF C HOLDINGS LLC, a Delaware limited liability company By: Bed Bath & Beyond Inc. Their: Sole Member By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BBB CANADA LTD., a Canadian federal corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent By: /s/ Devin Roccisano Name: Devin Roccisano Title: Executive Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Devin Roccisano Name: Devin Roccisano Title: Executive Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually By: /s/ Auggie Marchetti Name: Auggie Marchetti Title: Authorized Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender By: /s/ Auggie Marchetti Name: Auggie Marchetti Title: Authorized Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Ralph Mielnik Name: Ralph Mielnik Title: Assistant Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Chanda Ruff Name: Chanda Ruff Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender By: /s/ Carmela Massari Name: Carmela Massari Title: Senior Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF MONTREAL, as a Lender By: /s/ Helen Alvarez-Hernandez Name: Helen Alvarez-Hernandez Title: Managing Director By: /s/ Joseph Basa Name: Joseph Basa Title: Assistant Vice President, CHICAGO BRANCH

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF AMERICA, N.A., as a Lender By: /s/ Bryn MacGillivray Name: Bryn MacGillivray Title: Assistant Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Lender By: /s/ Sylwia Durkiewicz Name: Sylwia Durkiewicz Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] MUFG UNION BANK, N.A., as a Lender By: /s/ Thomas Kainamura Name: Thomas Kainamura Title: Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TD BANK, N.A., as a Lender By: /s/ Antimo Barbieri Name: Antimo Barbieri Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Anand Sekaran Name: Anand Sekaran Title: Duly Authorized Signatory

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TRUIST BANK, as a Lender By: /s/ Cathleen Marston Name: Cathleen Marston Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] GOLDMAN SACHS BANK USA, as a Lender By: /s/ Dan Starr Name: Dan Starr Title: Authorized Signatory

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WEBSTER BUSINESS CREDIT, A DIVISION OF WEBSTER BANK N.A., SUCCESSOR IN INTEREST TO WEBSTER BUSINESS CREDIT CORPORATION, as a Lender By: /s/ Gordon Massave Name: Gordon Massave Title: Senior Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent By: /s/ Bo Stanley Name: Bo Stanley Title: President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] SIXTH STREET SPECIALTY LENDING, INC., as a FILO Term Loan Lender By: /s/ Bo Stanley Name: Bo Stanley Title: President SIXTH STREET LENDING PARTNERS., as a FILO Term Loan Lender By: /s/ Bo Stanley Name: Bo Stanley Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TAO TALENTS, LLC, as a FILO Term Loan Lender By: /s/ Joshua Peck Name: Joshua Peck Title: Vice President

EX-10.1

Exhibit 10.1 BED BATH & BEYOND INC. 650 Liberty Avenue Union, NJ 07083 June 29, 2022 Ms. Sue E. Gove Bed Bath & Beyond Inc. 650 Liberty Avenue Union, N.J. 07083 Sue: We write to set forth our agreement (this “Agreement”) with respect to your employment as the Interim Chief Executive Officer of Bed Bath & Beyond Inc. (the “Company”). 1. Duties. The Company hereby agrees to employ you, and you agree to be employed by the Company, on the terms and conditions hereinafter set forth. Effective as of June 23, 2022, you shall serve as the Company’s Interim Chief Executive Officer. You will perform such duties customarily performed by persons situated in similar executive capacities and as may from time to time be assigned to you by the Company’s Board of Directors (the “Board”). You will also remain a member of the Board for so long as you serve as Interim Chief Executive Officer. You agree to serve the Company faithfully, diligently and competently, and to devote your full working time, energy and skill to the Company’s business, provided, that you will be permitted to (i) continue to serve as a member of the public company boards of directors on which you currently serve, and (ii) serve in any capacity with any professional, educational, philanthropic, public interest, charitable or community organization, in the case of each of clauses (i) and (ii), so long as such activities are reasonable and customary and do not significantly interfere or conflict with your duties and obligations as the Company’s Interim Chief Executive Officer. 2. Compensation. A. The Company will pay you an annual salary at a rate of $1,400,000 per annum, less applicable withholdings for taxes, payable in accordance with the Company’s customary payroll practices from time to time in effect. B. You will receive an award of restricted stock units to be settled in cash in the form attached hereto as Exhibit A (the “Award Agreement”) covering a number of shares of Company common stock with a value of $2,600,000 based on the volume-weighted average closing price of a share of the Company’s common stock over the twenty (20) trading day period ending immediately prior to the grant date of such award (the “Stock Award”). The Stock Award shall be subject to the terms and conditions of the Award Agreement and the Company’s 2018 Incentive Compensation Plan. C. The Company will reimburse you on a tax neutral basis for all reasonable out-of-pocket business, entertainment and travel expenses incurred by you in connection with the performance of your duties hereunder, including travel to, and accommodations while working at, the Company’s headquarters in New Jersey, in accordance with the Company’s travel and expense reimbursement policies from time to time in effect. Notwithstanding the foregoing, the Company anticipates that you will travel on a weekly or near-weekly basis between your home in Texas and the Company’s headquarters and agrees to reimburse the cost of Business Class Airfare (or to the extent business class is not reasonably available, First Class Airfare). D. You will be entitled to participate in such privileges and in such insurance and other benefit programs (other than the Company’s short-term and long-term incentive programs) as are generally

made available to the Company’s employees to the extent you meet the eligibility requirements for such privileges and programs. You will be entitled to take vacations in accordance with the Company’s vacation policy for senior executives from time to time in effect. 3. At-Will Employment; Termination of Employment. A. Your employment by the Company as Interim Chief Executive Officer shall be for an initial one-year term, unless earlier terminated by the Company. Notwithstanding the foregoing, your employment is at-will, and you and the Company shall have the right to terminate your employment at any time for any reason or no reason. B. Notwithstanding the foregoing, upon certain qualifying terminations of employment, provided that you have complied with the obligation to deliver a Release pursuant to Paragraph 3(c) and not breached the provisions of Paragraph 4 hereof, your Stock Award shall vest in full or in part as set forth in the Award Agreement. C. In consideration for the vesting of your Stock Award pursuant to Paragraph 3(B), you shall deliver to the Company, within twenty-one (21) days (or, if applicable, forty-five (45) days) of the termination of your employment, a fully executed release agreement (the form of which release agreement shall be commercially reasonable) which shall fully and irrevocably release and discharge the Company, its officers, directors, employees and agents from any and all claims, charges, complaints, and liabilities of any kind, known or unknown which you have or may have against any of the foregoing parties, and shall contain commercially reasonable mutual nondisparagement provisions (except that, with respect to the Company’s nondisparagement obligations, such obligations shall be solely to inform its officers and directors that the Company is subject to a non-disparagement provision) (the “Release”). 4. Confidentiality. A. During or after your employment by the Company and thereafter, you agree that you will not, whether alone or in association with any other person, directly or indirectly, knowingly divulge, furnish or make accessible to any third person or organization other than in the regular course of the Company’s business any confidential information concerning the Company or its subsidiaries or its or their business, including, without limitation, confidential methods of operation and organization, confidential sources of supply and customer or other mailing lists. B. The provisions of this paragraph 4 shall survive the end of the term of your employment hereunder. You acknowledge that any remedy at law for a breach or threatened breach of any of the provisions of this paragraph 4 may be inadequate and that accordingly the Company shall be entitled to seek an injunction or specific performance or any other mode of equitable relief. 5. Miscellaneous. A. The Company shall pay or reimburse you for the full amount of your reasonable legal fees incurred in connection with the negotiation of and entry into this Agreement. B. To the maximum extent permitted by law, you will be indemnified under the Company’s Certificate of Incorporation and Bylaws while serving as Interim Chief Executive Officer, and you will continue to be covered by the Company’s Directors and Officers liability insurance policies in accordance with their terms. C. The Company may, at its option and for its benefit, obtain insurance with respect to your death, disability or injury. You agree to submit to such physical examinations and supply such information as may be reasonably required in order to permit the Company to obtain such insurance.

D. Any notice or other communication required or permitted to be given hereunder shall be deemed to have been duly given when personally delivered or when sent by registered mail, return receipt requested, postage prepaid, as follows: If to the Company, at: Bed Bath & Beyond Inc. 650 Liberty Avenue Union, NJ 07083 If to you, at: Your home address on file with the Company Either party hereto may change its or her address for the purpose of this paragraph by written notice similarly given. E. Neither party hereto may assign its rights or delegate its duties hereunder, except that the Company may assign its rights hereunder to any person that (i) acquires substantially all of the business and assets of the Company (whether by merger, consolidation, purchase of assets or other acquisition transaction), and (ii) agrees in writing to assume the obligations of the Company hereunder. F. This agreement shall be construed and enforced in accordance with the internal laws of the State of New York, without regard to principles of conflicts of laws. Nothing in this agreement shall create, or be deemed to create, any third party beneficiary rights in any person, including, without limitation, any employee of the Company other than you. You agree that all actions or proceedings relating to this agreement shall be tried and litigated only in the New York State or Federal courts located in the County of New York, State of New York. You hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. G. If any provision of this agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this agreement, and this agreement shall be construed as if such provision had been drawn so as not to be invalid or unenforceable. H. This letter sets forth our entire understanding with respect to the subject matter hereof and cannot be changed, waived or terminated except by a writing signed by you and the Company. Any waiver by either party of a breach of any provision of this agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this agreement. This agreement shall be binding on the successors and assigns of the Company. I. Although the Company does not guarantee the particular tax treatment of any payments or benefits paid or provided hereunder, it is the intent of the parties that such payments and benefits comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, our agreement set forth herein shall be interpreted in a manner consistent with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision providing for payments or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” under Code Section 409A. To the extent applicable, if you are deemed on the date of termination to be a “specified employee” (as defined under Code Section 409A(a)(2)(B)), then, any payments that are considered “nonqualified deferred compensation” under Code Section 409A (“409A Payments”) shall be made as provided herein after the date which is the earlier of (i) the expiration of the six-month period measured from the date of

your “separation from service,” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all 409A Payments delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to you in a lump sum on the first business day following the end of the Delay Period, and any remaining payments and benefits due hereunder shall be paid in accordance with the normal payment dates specified for them herein. Any right you have hereunder to receive installment payments shall be treated as a right to receive a series of separate and distinct payments. * * * * *

If the foregoing correctly sets forth your understanding of our agreement, please so indicate by signing and returning to us a copy of this letter. BED BATH & BEYOND INC. By: /s/ Harriet Edelman Name: Harriet Edelman Title: Lead Independent Director of the Board Accepted and agreed: /s/ Sue E. Gove Sue E. Gove [Signature page to Interim CEO Employment Agreement]

EX-10.2

Exhibit 10.2 Exhibit A Restricted Stock Unit Agreement (attached) Exhibit A This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into as of June 29, 2022 (the “Grant Date”), between BED BATH & BEYOND INC. (the “Company”) and Sue Gove (“you” or “Participant”). 1. Restricted Stock Unit Grant. Pursuant and subject to the restrictions, terms and conditions set forth herein, the Company hereby awards you the number of Restricted Stock Units (the “Restricted Stock Units”) specified in paragraph 7 below. The Restricted Stock Units are subject to certain restrictions as set forth in this Agreement. 2. Plan Provisions. The Restricted Stock Units are being granted under the Company’s 2018 Incentive Compensation Plan, as amended from time to time (the “2018 Plan”) and are entirely subject to the terms and conditions of the 2018 Plan. A description of key terms of the 2018 Plan is set forth in the Prospectus to the 2018 Plan. Capitalized terms used but not defined in this Agreement have the meanings set forth in the 2018 Plan. 3. Restrictions on Transfer. You will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of (any such action, a “Transfer”) the Restricted Stock Units, except as set forth in this Agreement. Any attempted Transfer in violation of this Agreement will be void and of no effect. 4. Payment. With respect to each Restricted Stock Unit that vests in accordance with the schedule set forth in paragraph 7 below, you will be entitled to receive a cash payment equal to the Fair Market Value of one share of Company’s Common Stock, $0.01 par value per share (“Common Stock”) as of the Vesting Date (such cash payment, the “Payment Amount”), less tax withholding pursuant to paragraph 8. Subject to paragraph 5 below, you will be paid the Payment Amount with respect to each vested Restricted Stock Unit within thirty (30) days following the applicable Vesting Date (as defined below), to the extent administratively practicable. 5. Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, except as provided in the immediately following sentence, if (i) the Company terminates your employment for any reason other than for “cause” (as defined below), (ii) the Company causes your employment to terminate because of “constructive termination” (as defined below), (iii) your employment terminates due to death or “disability” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) your employment as Interim Chief Executive Officer terminates following the hiring by the Company of a replacement chief executive officer (other than you) and your having provided transitional services to the Company for the six (6) week period (or such shorter period as determined by the Company in its sole discretion) immediately following the date such replacement chief executive officer is hired, then, provided that you have not breached the provisions of Paragraph 4 of the employment agreement by and between you and the Company dated June [•], 2022 (the “Employment Agreement”), your Stock Award shall vest in full (to the extent then unvested) effective as of your employment termination date, in each case, subject to your execution and non-revocation of a Release (as defined, and on the terms and conditions set forth, in the Employment Agreement). In the event that a termination of your employment described in the immediately preceding clauses (i), (ii), (iii) or (iv) occurs on a date that is prior to the six (6) month anniversary of the Grant Date, then 20% of the Restricted Stock Units will not vest, and instead will be immediately forfeited for no consideration; provided, however, that in no event shall you forfeit a portion of the Restricted Stock Units to the extent such forfeiture would cause the fair market value of the Restricted Stock Units (based on the closing price of a share of the Company’s common stock on the employment termination date) that otherwise would vest in connection with such termination of employment to be less than $2,080,000. For purposes of this Agreement, a “Termination” or “Termination of Employment” shall occur upon cessation of your employment with the Company, even if you remain a director of the Company or become a consultant to the Company thereafter. The Company shall have “cause” to terminate your employment only if you have (1) acted in bad faith or with dishonesty, (2) willfully failed to follow the directions of the

Company’s board of directors (provided such directions would not be in violation of law or constitute fraud), (3) performed your duties with gross negligence, or (4) been convicted of a felony. “Constructive termination” means (i) the material breach by the Company of one or more of the terms of the Employment Agreement, (ii) a material diminution in your overall authority, duties, or responsibilities, or (iii) a material reduction in your compensation or benefits other than a reduction of less than ten percent (10%) in connection with a comparable decrease applicable to all senior executives of the Company. In the event of your termination due to a “constructive termination,” you shall give the Company written notice detailing the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the first occurrence of such circumstances and the Company shall have thirty (30) days following receipt of such notice to cure such circumstances in all material respects, provided that no termination because of a “constructive termination” shall occur after the one-hundred twentieth (120th) day following the first occurrence of any circumstances that would otherwise give rise to “constructive termination.” 6. Rights with Regard to Restricted Stock Units. On and after the Grant Date, you will have the right to receive dividend equivalents with respect to the shares of Common Stock underlying the Restricted Stock Units, subject to the terms and conditions of this paragraph. Notwithstanding anything herein to the contrary, in no event shall a dividend equivalent be issued or paid with respect to any Restricted Stock Unit that has been forfeited pursuant to paragraph 5. If the Company pays a dividend (whether in cash or stock) on its Common Stock shares, or its Common Stock shares are split, or the Company pays to holders of its Common Stock other shares, securities, monies, warrants, rights, options or property representing a dividend or distribution in respect of the Common Stock, then the Company will credit a deemed dividend or distribution to a book entry account on your behalf with respect to each share of Common Stock underlying the Restricted Stock Units held by you, provided that your right to actually receive such cash or property shall be subject to the same restrictions as the Restricted Stock Units to which the cash or property relates, and the cash or property shall be paid to you at the same time you receive the payment for the shares of Common Stock underlying the Restricted Stock Units. Unless otherwise determined by the Committee, dividend equivalents shall not be deemed to be reinvested in Common Stock and shall be treated as uninvested at all times, without crediting any interest or earnings. Except as provided in this paragraph, you will have no rights as a holder of Common Stock with respect to the Restricted Stock Units unless and until the Restricted Stock Units become vested hereunder and are settled in cash as provided in paragraph 4. 7. Grant Size; Vesting Schedule. Restricted Stock Units covered by this Award: ______ shares. The Restricted Stock Units will vest on June 23, 2023 (the “Vesting Date”), provided that you remain continuously employed by the Company from the Grant Date until the Vesting Date (except as otherwise provided in paragraph 5). 8. Withholding. For purposes of the payment of applicable withholding taxes required by applicable law, any amount received under this Agreement, including the Payment Amount shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation. Subject to paragraph 5 above, all vesting will occur only on the applicable Vesting Date, with no proportionate or partial vesting prior to the applicable Vesting Date. Except as otherwise provided in the preceding paragraph, when any Restricted Stock Units become vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) deliver the Payment Amount to you, subject to applicable federal, state and local tax withholding. 9. Code Section 409A. Although the Company does not guarantee the particular tax treatment of the Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this Agreement and the settlement of the Payment Amount is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on you by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. To the extent any payment made under this Agreement constitutes “non- qualified deferred compensation” pursuant to Section 409A of the Code, the provisions of Section 13.13(b) of the 2018 Plan (including without limitation, the six-month delay relating to “specified employees”) shall apply. 10. Notice. Any notice or communication concerning the Restricted Stock Units must be in writing and delivered in person, or by U.S. mail, to the following address: if to the Company, at Bed Bath & Beyond

Inc., Finance Department – Stock Administration, 650 Liberty Avenue, Union, New Jersey 07083; if to the Participant, at the Participant’s home address on file with the Company. Either party hereto may change its or his or her address for the purpose of this paragraph by written notice similarly given. As a condition of receiving this Award, you hereby consent to receive all communications relating to this Award, and all future and prior Awards, electronically. BED BATH & BEYOND INC. By:_ /s/ Harriet Edelman ______________________ _/s/ Sue E. Gove_____________________ Name: Harriet Edelman Recipient (You) Title: Independent Chair of the Board

EX-10.3

1 Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement and General Release”) is made and entered into on June 27, 2022 by and between Mark Tritton (“Executive”) and Bed Bath & Beyond Inc., a New York corporation (the “Company”). WHEREAS, Executive acknowledges that Executive’s last day of employment with the Company will be June 23, 2022, which date may be extended by mutual consent of The Company and Executive (the “Separation Date”); WHEREAS, the parties wish to resolve all outstanding claims and disputes between them relating to such employment; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth in this Agreement and General Release, the sufficiency of which the parties acknowledge, it is agreed as follows: 1. In consideration for Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to provide the following severance benefits pursuant to Section 5(c)(iii) of that certain employment agreement between Executive and the Company, dated as of October 6, 2019 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. Executive would not otherwise be entitled to such payments but for his promises, covenants and agreements in this Agreement and General Release. i. The Company will pay Executive severance payments totaling $6,765,000, comprised of two times the sum of the Executive’s annual salary ($1,230,000) and full target annual bonus for fiscal year 2022 ($2,152,500), less all required withholdings and deductions (together, “Severance Payments”), payable generally in ratable installments over a twenty-four (24) month period following the Separation Date in accordance with the Company’s regular payroll payment schedule commencing after the effectiveness of Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W- 2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. Provided that Executive is eligible for and timely elects group health insurance continuation coverage for himself, his spouse and his dependents under a Company group health plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable state law (“COBRA”), the Company shall pay or reimburse Executive for a portion of the cost of such coverage, equal to the portion paid by the Company of the premium that was in effect under the applicable Company group health plan(s) immediately prior to Executive’s Separation Date, for the period beginning on the Separation Date and ending on the

2 earliest of (x) the twenty-four (24) month anniversary of the Separation Date, (y) the date as of which Executive becomes eligible to receive comparable benefits from a subsequent employer, and (z) the date on which Executive is no longer eligible to receive COBRA coverage. Notwithstanding the foregoing, the Company shall have no obligation to make such payment or pay such reimbursement in the event that the provision of such benefit would result in noncompliance with applicable law or the assessment of penalties or fines against the Company. iii. In addition, and pursuant to the Restricted Stock Unit Agreements between Executive and the Company dated May 10, 2022, May 10, 2021 and June 8, 2020 , if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall take such steps as may be necessary or appropriate to vest up to 16,037, 10,063 and 357,103, respectively, of Restricted Stock Units on the originally applicable Vesting Dates (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Executive and the Company dated May 10, 2022, May 10, 2021 and June 8, 2020, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to vest up to 48,114, 150,944 and 229,566 (at maximum), respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. For the avoidance of doubt, in determining any pro-rated vesting to which Executive is entitled to thereunder, any notice period waived pursuant to Section 2 hereof shall be included for purposes of determining the number of days Executive has been actively employed by the Company. 2. In exchange for a payment of $202,192, Executive hereby waives the right to sixty (60) calendar days’ advance written notice of termination of employment by the Company as set forth in Section 5(a) of the Employment Agreement. 3. Executive agrees that on or prior to the Separation Date, Executive shall return to the Company all documents and files (and copies thereof) and other property or data of such Company that has been or then is in Executive’s possession or control, including but not limited to computers, cell phones, mobile devices, credit cards, entry cards, ID badges and keys, and any materials of any kind that contain or embody any confidential information of the Company, provided that, Executive shall be permitted to retain his cell phone and iPad once cleared of any Company data (as determined by the Company). 4. Effective as of the Separation Date, Executive will be deemed to have resigned, without any further action by Executive, from any and all positions (including, but not limited to, any officer and/or director positions or positions as a fiduciary of any of the employee benefit plans of the Company, its subsidiaries or affiliates (the “Company Group”)) that

3 Executive, immediately prior to such termination, (i) held within the Company Group and (ii) held with any other entities at the direction of, or as a result of Executive’s affiliation with, the Company Group. 5. Notwithstanding anything in Section 6(c) of the Employment Agreement to the contrary, in the event the Company files for Chapter 11 bankruptcy protection and rejects this Agreement as an executory contract (and thus ceases to pay the monthly severance payments payable pursuant to Section 1(i) of this Agreement), the Restricted Period (as defined in the Employment Agreement) for purposes of non-competition restrictions set forth in Section 6(c) of the Employment Agreement only shall end as of the effective date of such rejection. For the avoidance of doubt, the remainder of the restrictions set forth in Section 6 of the Employment Agreement shall remain in full force and effect. 6. Executive shall not, in any manner, directly or indirectly, make any oral or written statement to any person that disparages or places any member of the Company Group or any of their respective officers, shareholders, members or advisors, any member of the Board, or any agents or others with whom the Company has business relationships, in a false or negative light; provided, however, that Executive shall not be required to make any untruthful statement or to violate any law. The Company shall instruct its directors and executive officers not to make any oral or written statement that disparages or places Executive in a false or negative light; provided, however, that none of the Company, its directors or its executive offers shall be required to make any untruthful statement or to violate any law. 7. The parties agree that the payments described in Section 1 of this Agreement and General Release are in full, final and complete settlement of all Claims (as defined below) Executive, and Executive’s heirs, beneficiaries, personal representatives, executors, administrators, successors and assigns (collectively, the “Releasors”) may have against the Company, its past and present affiliates, parents, subsidiaries, divisions, joint ventures and/or partnerships, their predecessors, successors and assigns, and all of their past and present respective officers, directors, owners, shareholders, members, managers, supervisors, employees, agents, advisors, consultants, insurers, attorneys, representatives, and employee benefit or pension plans or funds (and the trustees, administrators, fiduciaries and insurers of such programs) as well as any predecessors, successors and/or assigns of each of the foregoing (collectively, the “Releasees”), arising out of or in any way connected with Executive’s employment with the Company or any of its affiliates or the termination of such employment. Executive understands and acknowledges that except as otherwise specifically provided under this Agreement and General Release, and except as set forth in the Employment Agreement and any other existing agreement between Executive and the Company, Executive is entitled to no payments or any other benefits from Company. Executive acknowledges that Executive has received all wages for work performed, overtime compensation, bonuses, commissions, vacation pay and all other benefits and compensation due to Executive by virtue of Executive’s employment with and termination of employment with the Company up through the effective date of this Agreement and General Release.

4 8. Nothing in this Agreement and General Release shall be construed as an admission of liability by the Company or any other Releasee, and the Company specifically disclaims liability to or wrongful treatment of Executive on the part of itself and all other Releasees. Executive expressly acknowledges and agrees that Executive has not asserted and does not have, the basis for asserting any claim, the factual foundation of which involves sexual harassment or sexual abuse, against the Company, and as such no portion of the consideration paid to Executive as part of this Agreement and General Release is attributable to any such claims; thus, Executive acknowledges and agrees that this Agreement and General Release does not constitute the settlement of a sexual harassment or sexual abuse claim. 9. Executive hereby represents and warrants to Company that (a) Executive has not filed, caused or permitted to be filed any pending proceeding (nor has Executive lodged a complaint with any governmental or quasi-governmental authority) against Company, nor has Executive agreed to do any of the foregoing, (b) Executive has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against Company which has been released in this Agreement and General Release, and (c) Executive has not directly or indirectly encouraged or assisted any third party in filing, causing or assisting to be filed, any Claim against Company. In addition, Executive hereby represents and warrants to Company that Executive shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by Executive or any third party of a proceeding or Claim against Company based upon or relating to any Claim released by Executive in this Agreement and General Release, unless expressly allowed by Section 12. If any court has or assumes jurisdiction of any action against the Company or any of its affiliates on behalf of Executive, Executive will request that court to withdraw from or dismiss the matter with prejudice. 10. Executive represents that he has not filed any complaints or charges against the Company or any of its affiliates with the Equal Employment Opportunity Commission (“EEOC”), or with any other federal, state or local agency or court, and covenants that he will not seek to recover on any claim released in this Agreement and General Release. Executive further represents that he has reported to the Company in writing any and all work-related injuries that he has suffered or sustained during his employment with the Company or its affiliates. 11. Executive, on his behalf and on behalf of each of the Releasors, hereby covenants not to sue, and fully and forever releases and discharges the Company and all other Releasees from any and all legally waivable Claims which Executive may have against any of the Releasees, arising on or prior to the date hereof, including those of which Executive is not aware and those not mentioned in this Agreement and General Release up to the effective Date of this Agreement and General Release. “Claims” means any and all actions, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of Executive’s employment with the Company, the terms and conditions of such employment, the

5 termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, Claims arising directly, or indirectly, from any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey, or any other state, and the United States, including, but not limited to, federal, state and local wage and hour laws, federal, state and local whistleblower laws, federal, state and local fair employment laws, federal, state and local anti-discrimination laws, federal, state and local labor laws, Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act of 1974 (“ERISA”), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act of 2008, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Wage Payment Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Millville Dallas Airmotive Plant Loss Job Notification Act, the New Jersey Paid Sick Leave Act, the New Jersey Equal Pay Act, and the New Jersey Workers’ Compensation Anti-Retaliation Law, as each has been or may be amended from time to time, and Claims premised on any other legal theory, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. Executive acknowledges that he is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. This provision is intended to constitute a general release of all of each Releasor’s presently existing covered claims against the Releasees, to the maximum extent permitted by law. 12. Nothing in this Agreement and General Release shall be construed to: (a) waive any rights or claims of Executive that arise after Executive signs this Agreement and General Release; (b) waive any rights or claims of Executive to enforce the terms of this Agreement and General Release; (c) waive any claim for worker’s compensation or unemployment benefits; (d) waive any rights or claims for the provision of accrued benefits conferred to Executive or his beneficiaries under the terms of the Company’s medical, dental, life insurance or defined contribution retirement benefit plans; (e) waive or affect any claim that cannot be released by an agreement voluntarily entered into between private parties; (f) limit Executive’s ability to file a charge or complaint with the EEOC, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); (g) limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (h) release claims challenging the validity of this Agreement under the ADEA; (i) disclose any allegations relating to a claim under the New Jersey Law against Discrimination; (j) release the Releasees or any of them from any claim that by law

6 cannot be waived or released; (k) release any existing rights that Executive may have to indemnification pursuant to the Company’s or an affiliate’s governing documents and/or any directors’ and officers’ insurance policy of the Company for acts committed during the course of Executive’s employment; or (l) waive any rights of Executive with respect to vested equity held by him in the Company. Executive expressly waives and agrees to waive any right to recover monetary damages for personal injuries in any charge, complaint or lawsuit filed by Executive or anyone else on behalf of Executive for any released claims. This Agreement and General Release does not limit Executive’s right to receive an award for information provided to any Government Agencies. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings is made under seal. Notwithstanding this immunity from liability, Executive acknowledges that Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means. 13. Executive acknowledges that (a) he has been given at least twenty-one (21) calendar days to consider this Agreement and General Release and that modifications hereof which are mutually agreed upon by the parties hereto, whether material or immaterial, do not restart the twenty-one (21) day period; (b) he has been advised to, and has had the opportunity to, consult Executive’s independent counsel with respect to this Agreement and General Release; (c) he has seven (7) calendar days from the date he executes this Agreement and General Release in which to revoke it; (d) he executes this Agreement and General Release freely and voluntarily and that he understands the significance of this Agreement and General Release; and (e) this Agreement and General Release will not be effective or enforceable, nor the Severance Benefits paid, unless the seven-day revocation period ends without revocation by Executive. Revocation can be made by delivery and receipt of a written notice of revocation to Bed Bath & Beyond, 650 Liberty Avenue, Union, NJ 07083, Attention: Chief Legal Officer, by midnight on or before the seventh calendar day after Executive signs this Agreement and General Release. 14. This Agreement and General Release shall be binding on the Company and Executive and upon their respective heirs, representatives, successors and assigns, and shall run to the benefit of the Releasees and each of them and to their respective heirs, representatives, successors and assigns. 15. This Agreement and General Release (and, to the extent explicitly provided herein, the Employment Agreement) sets forth the entire agreement between Executive and the Company, and fully supersede any and all prior agreements or understandings among them regarding its subject matter; provided, however, that nothing in this Agreement and General Release is intended to or shall be construed to limit, impair or terminate any obligation of Executive pursuant to any non-competition, non-solicitation, confidentiality or intellectual property agreements that have been signed by Executive where such agreements by their terms continue after Executive’s employment with the Company terminates (including, but not limited to, the Restrictive Covenants in the Employment

7 Agreement). This Agreement and General Release may only be modified by written agreement signed by both parties. 16. The Company and Executive agree that in the event any provision of this Agreement and General Release is deemed to be invalid or unenforceable by any court or administrative agency of competent jurisdiction, or in the event that any provision cannot be modified so as to be valid and enforceable, then that provision shall be deemed severed from the Agreement and General Release and the remainder of the Agreement and General Release shall remain in full force and effect. 17. This Agreement and General Release shall be construed and enforced in accordance with the internal laws of the State of New York, without regard to principles of conflicts of laws. 18. All actions or proceedings arising out of or relating to this Agreement and General Release shall be tried and litigated only in the New York State or Federal courts located in the County of New York, State of New York. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. Notwithstanding the foregoing, either party may seek injunctive or equitable relief to enforce the terms of this Agreement and General Release in any court of competent jurisdiction. 19. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement and General Release. 20. The language of all parts of this Agreement and General Release in all cases shall be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. [Signature Page Follows]

PLEASE READ CAREFULLY. THIS AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. COMPANY Bed Bath & Beyond Inc. By: /s/ Harriet Edelman Name: Harriet Edelman Title: Independent Chair of the Board EXECUTIVE /s/ Mark J. Tritton Mark J. Tritton

EX-10.4

-1- Exhibit 10.4 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into between John Hartmann (the “Employee”) and Bed Bath & Beyond Inc. (the “Employer”). 1. Separation of Employment. Employee acknowledges that Employee’s last day of employment with Employer will be August 31, 2022, which date may be extended by mutual consent of Employer and Employee (the “Separation Date”). 2. Consideration. a. Provided Employee executes and does not revoke this Agreement and continues to comply with all applicable restrictive covenants, Employer will provide the following consideration to Employee: Employer will pay Employee severance payments totaling $3,375,000, comprised of one and one-half (1.5) times the sum of the Employee’s annual salary ($1,000,000)) and full target annual bonus for fiscal year 2022 ($1,250,000), less all required withholdings and deductions (together, “Severance Payments”), payable in substantially equal installments over the eighteen (18) months following the Separation Date in accordance with the Company’s regular payroll payment schedule; provided, that no installment or portion of the Severance Payment shall be payable or paid prior to the first regular payroll date following the sixtieth (60th) day after the Separation Date, subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. i. The unvested portion (170,664 shares) of Employee’s Make-Whole RSU Award (as defined in the Employment Agreement, dated as of April 1, 2020, between Employee and Employer (the “Employment Agreement” and granted on May 10, 2020) will vest in full as of the Separation Date. ii. If Employee timely elects continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first seventy-eight (78) weeks of COBRA following the Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 78-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost.

-2- iii. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and Employer dated June 8, 2020, May 10, 2021 and May 10, 2022, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Make-Whole RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall take such steps as may be necessary or appropriate to vest 178,551, 4,574 and 7,290, respectively, of Restricted Stock Units on the originally applicable Vesting Dates (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021 and May 10, 2022, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to vest up to 76,522, 34,304 and 10,934, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. iv. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. v. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties that payments and benefits under this Agreement are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee, directly or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is

-3- a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date, Employee shall not be entitled to any payment or benefit pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A (after giving effect to all exceptions to such character applicable under Section 409A, including the exemption for short-term deferrals) and that is payable upon a separation from service (within the meaning of Section 409A) until the earlier of (A) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death). vi. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the

-4- “Company”). Employee agrees that Employee is not entitled to seek anything further from Company. c. Employer will also provide Employee all Accrued Obligations (as defined in the Employment Agreement), regardless of whether Employee executes and does not revoke this Agreement. 3. General Release. a. For and in consideration of the consideration set forth above in Paragraph 2 and other good and valuable consideration, Employee, on behalf of Employee and Employee’s heirs, beneficiaries, personal representatives, executors, administrators, successors and assigns (collectively, “Releasors”) hereby knowingly and voluntarily releases, waives, discharges and gives up any and all Claims (as defined below) which Employee may have against Company, arising on or prior to the date hereof, including those of which Employee is not aware and those not mentioned in this Agreement up to the Effective Date. “Claims” means any and all actions, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of Employee’s employment with the Employer, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, Claims arising directly, or indirectly, from any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey, or any other state, and the United States, including, but not limited to, federal, state and local wage and hour laws, federal, state and local whistleblower laws, federal, state and local fair employment laws, federal, state and local anti-discrimination laws, federal, state and local labor laws, Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act of 1974 (“ERISA”), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act of 2008, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Wage Payment Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Millville Dallas Airmotive Plant Loss Job Notification Act, the New Jersey Paid Sick Leave Act, the New Jersey Equal Pay Act, and the New Jersey Workers’ Compensation

-5- Anti-Retaliation Law, the New York State Human Rights Law, New York Executive Law §§ 290 et. Seq., New York Civil Rights Law, New York Labor Law, New York Employers’ Liability Law, New York Workers’ Compensation Law, New York City Human Rights Law, the New York State WARN Act; the New York City Earned Sick Time Act, as each has been or may be amended from time to time, and Claims premised on any other legal theory, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. Employee acknowledges that he/she is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. Employee expressly acknowledges and agrees that Employee has not asserted and does not have, the basis for asserting any claim, the factual foundation of which involves sexual harassment or sexual abuse, against the Company, and as such no portion of the consideration paid to Employee as part of this Agreement is attributable to any such claims; thus, Employee acknowledges and agrees that this Agreement does not constitute the settlement of a sexual harassment or sexual abuse claim. b. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), Employee is not waiving any rights he/she may have to (1) exercise Employee’s rights under Section 601-608 of ERISA as amended, popularly known as COBRA; (2) exercise Employee’s rights, if any, for accrued vested benefits under any employee benefit plan, such as the Employer’s 401(k) plan, in accordance with the terms and conditions of such plan(s) and applicable law; (3) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (4) any rights Employee may have to any bounty that may be recoverable as a result of participating in the Securities and Exchange Commission Whistleblower Program; (5) pursue claims which by law cannot be waived by signing this Agreement; (6) enforce this Agreement; and/or (7) challenge the validity of this Agreement. c. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), nothing in this Agreement shall preclude Employee from: disclosing any allegations relating to a claim under the New Jersey Law Against Discrimination; and/or filing a charge or participating in any manner in an investigation, hearing or proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, etc.) or assisting or having assisted others in doing so, nor does anything in this Agreement preclude, prohibit or otherwise limit in any way, Employee’s rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies, but Employee hereby waives, to the extent permitted by law, any and all rights to recover under, or by virtue of, any such investigation,

-6- hearing or proceeding, except that Employee may recover any bounty that may be payable as a result of participating in the SEC’s Whistleblower Program as set forth in Paragraph 3(b) above. Employee further represents that he/she has not filed any complaints or charges against the Company or any of its affiliates with such agencies, or with any other federal, state or local agency or court. Employee further represents that he/she has reported to the Company in writing any and all work-related injuries that he/she has suffered or sustained during her employment with the Company or its affiliates. 4. Receipt of Wages and Benefits. Employee understands and acknowledges that except as otherwise specifically provided under this Agreement, Employee is entitled to no payments or any other benefits from Company. Employee acknowledges that Employee has received all wages for work performed, overtime compensation, bonuses, commissions, vacation pay and all other benefits and compensation due to Employee by virtue of Employee’s Employment with and termination of employment with the Company up through the Effective Date. 5. Representations; Covenant Not to Sue. Employee hereby represents and warrants to Company that (a) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against Company, nor has Employee agreed to do any of the foregoing, (b) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against Company which has been released in this Agreement, and (c) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Company. In addition, Employee hereby represents and warrants to Company that Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by Employee or any third party of a proceeding or Claim against Company based upon or relating to any Claim released by Employee in this Agreement, unless expressly allowed by Paragraph 3(b) and 3(c). If any court has or assumes jurisdiction of any action against the Company or any of its affiliates on behalf of Employee, Employee will request that court to withdraw from or dismiss the matter with prejudice. 6. Who is Bound. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. 7. Non-Disparagement. Employee shall not, in any manner, directly or indirectly, make any oral or written statement to any Person (as defined in the Employment Agreement) that disparages or places any Company Group Member (as defined in the Employment Agreement) or any of their respective officers, shareholders, members or advisors, any member of the Board (as defined in the Employment Agreement), or any agents or others with whom the Company has business relationships, in a false or negative light; provided, however, that Employee shall not be required to make any untruthful statement or to violate any law, and shall not be prohibited from enforcing his rights under the Employment Agreement or any other written agreement, plan or arrangement of the Company Group (as defined in the Employment Agreement).

-7- 8. Request for References. For employment reference information, Employee shall direct prospective employers or others seeking employment verification information regarding Employee to The Work Number (an automated system administered by a third party 800-367-5690 or www.theworknumber.com using Employer’s Employer Code 13452), or such other third party as Employer may contract with in the future, which will provide Employee’s dates of employment, last position held and, with Employee’s express authorization, salary information. 9. Confidentiality. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of the Company; provided, however, that Employee’s obligations under this Paragraph 9 shall not apply to information generally known in Company’s industry through no fault of Employee or the disclosure of which is required by law. Employee also agrees that Employee is not permitted to disclose to anyone the conditions of Employee’s employment except where those conditions relate to claims under the New Jersey Law Against Discrimination. Employee agrees that if Employee is required to return any payments, this Agreement shall continue to be binding on Employee and Company shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Employer and Employer shall have no further payment obligations under this Agreement. Notwithstanding the foregoing, Employee has the absolute right to challenge the ADEA waiver and will not be required to return any payments for making any such challenge. Additionally, under the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is (a) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 10. Company Property. By executing this Agreement, Employee acknowledges that Employee has returned to Employer all Company property in Employee’s possession, including, but not limited to, all Company equipment, Company car, computers, smartphones, pass codes, keys, swipe cards, documents or other materials that Employee received, prepared, or helped prepare. Employee acknowledges that Employee has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof of Company documents. 11. Restrictive Covenants. Employee acknowledges and agrees that all existing covenants applicable to Employee, including but not limited to the Restrictive Covenants contained in the Employment Agreement (as defined therein), will remain in effect for their intended duration pursuant to the Employment Agreement without regard to entry into this Agreement. 12. Resignation. Effective as of the Separation Date, Employee will be deemed to have resigned, without any further action by Employee, from any and all positions (including, but not

-8- limited to, any officer and/or director positions or positions as a fiduciary of any of the employee benefit plans of the Company) that Employee, immediately prior to such termination, (a) held within the Company and (b) held with any other entities at the direction of, or as a result of Executive’s affiliation with, the Company. 13. Entire Agreement and Amendment. This Agreement sets forth the entire agreement between the parties and fully supersedes any other prior agreements or understandings between the parties, except that the obligations contained in Sections 6, 7, 9, 10 and 11 of the Employment Agreement shall survive and shall remain fully enforceable. 14. Construction of Agreement. In the event that one or more of the provisions contained in this Agreement shall for any reason be held unenforceable in any respect under the law of any state of the United States, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This Agreement and any and all matters arising directly or indirectly therefrom shall be governed under the laws of the State of New Jersey, without reference to choice of law rules. Employee consents to the sole jurisdiction of the federal and state courts of New Jersey. EMPLOYER AND EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. 15. Opportunity For Review. a. Employee acknowledges that Employee has read and fully understands this Agreement and represents that prior to signing this Agreement Employee has been advised to, and has been given an opportunity to, consult Employee’s independent counsel with respect to this Agreement and Employee executes this Agreement freely and voluntarily. Employee understands that Employee has been given forty-five (45) days from the date the Employee received this Agreement, to review this Agreement before signing it, and that if Employee fails to execute this Agreement and return it to Employer at attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, within forty-five (45) days of Employee’s receipt of this Agreement, then Employer shall have no obligation to enter into this Agreement. Employee acknowledges that any modifications, material or otherwise, made to this Agreement will not restart or affect in any manner the original forty-five (45) day review period. Employee and Employer understand that they are each responsible for their own attorneys’ fees and costs. b. For a period of seven (7) calendar days following Employee’s execution of this Agreement, Employee will have the right to revoke it under the Older Workers Benefit Protection Act, a federal statute which requires that releases of federal age discrimination claims be knowing and voluntary. If Employee elects to

-9- revoke this Agreement within this seven (7)-day period, Employee must inform the Company by delivering a written notice of revocation to attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, no later than 11:59 p.m. on the seventh calendar day after Employee signs the Agreement. This Agreement, provided the Employee does not revoke it, shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (the “Effective Date”). If Employee revokes this Agreement, it shall not be effective or enforceable, and Employee shall not receive the benefits of this Agreement. [Signature Page Follows]

-10- Agreed to and accepted by, on this ___ day of September, 2022 EMPLOYEE: /s/ John R. Hartmann John Hartmann Jo Agreed to and accepted by, on this ___ day of September, 2022 EMPLOYER: /s/ Lynda Markoe Lynda Markoe Chief People & Culture Officer

EX-10.5

EXECUTION VERSION -1- SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into between Joseph Hartsig (the “Employee”) and Bed Bath & Beyond Inc. (the “Employer”). 1. Separation of Employment. Employee acknowledges that Employee’s last day of employment with Employer will be June 28, 2022, which date may be extended by mutual consent of Employer and Employee (the “Separation Date”). 2. Consideration. a. Provided Employee executes and does not revoke this Agreement and continues to comply with all applicable restrictive covenants, Employer will provide the following consideration to Employee: i. Employer will pay Employee severance payments totaling $1,260,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2022 ($560,000), less all required withholdings and deductions (together, “Severance Payments”), payable generally in ratable installments over a twelve (12) month period following the Separation Date in accordance with the Company’s regular payroll payment schedule commencing after the Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. The unvested portion (27,819 shares) of Employee’s Make-Whole RSU Award (as defined in the Employment Agreement, dated as of March 4, 2020, between Employee and Employer (the “Employment Agreement”) and granted on March 4, 2020) will vest in full as of the Separation Date. iii. If Employee is eligible for and timely elects continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first fifty-two (52) weeks of COBRA following the Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be Exhibit 10.5

EXECUTION VERSION -2- cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and Employer dated June 8, 2020, May 10, 2021, and May 10, 2022, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Make Whole RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall take such steps as may be necessary or appropriate to vest up to 82,409, 762 and 1,215, respectively, of Restricted Stock Units on the originally applicable Vesting Dates (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021 and May 10, 2022, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to vest up to 52,977, 29,732 and 3,646, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. vi. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties that payments and benefits under this Agreement are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee, directly

EXECUTION VERSION -3- or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date, Employee shall not be entitled to any payment or benefit pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a separation from service (within the meaning of Section 409A) until the earlier of (A) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death). vii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents,

EXECUTION VERSION -4- as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the “Company”). Employee agrees that Employee is not entitled to seek anything further from Company. c. Employer will also provide Employee all Accrued Obligations (as defined in the Employment Agreement), regardless of whether Employee executes and does not revoke this Agreement. 3. General Release. a. For and in consideration of the consideration set forth above in Paragraph 2 and other good and valuable consideration, Employee, on behalf of Employee and Employee’s heirs, beneficiaries, personal representatives, executors, administrators, successors and assigns (collectively, “Releasors”) hereby knowingly and voluntarily releases, waives, discharges and gives up any and all Claims (as defined below) which Employee may have against Company, arising on or prior to the date hereof, including those of which Employee is not aware and those not mentioned in this Agreement up to the Effective Date. “Claims” means any and all actions, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of Employee’s employment with the Employer, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, Claims arising directly, or indirectly, from any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey, or any other state, and the United States, including, but not limited to, federal, state and local wage and hour laws, federal, state and local whistleblower laws, federal, state and local fair employment laws, federal, state and local anti-discrimination laws, federal, state and local labor laws, Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act of 1974 (“ERISA”), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act of 2008, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Wage Payment Law, the New

EXECUTION VERSION -5- Jersey Conscientious Employee Protection Act, the New Jersey Millville Dallas Airmotive Plant Loss Job Notification Act, the New Jersey Paid Sick Leave Act, the New Jersey Equal Pay Act, and the New Jersey Workers’ Compensation Anti-Retaliation Law, the New York State Human Rights Law, New York Executive Law §§ 290 et. Seq., New York Civil Rights Law, New York Labor Law, New York Employers’ Liability Law, New York Workers’ Compensation Law, New York City Human Rights Law, the New York State WARN Act; the New York City Earned Sick Time Act, as each has been or may be amended from time to time, and Claims premised on any other legal theory, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. Employee acknowledges that she is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. Employee expressly acknowledges and agrees that Employee has not asserted and does not have, the basis for asserting any claim, the factual foundation of which involves sexual harassment or sexual abuse, against the Company, and as such no portion of the consideration paid to Employee as part of this Agreement is attributable to any such claims; thus, Employee acknowledges and agrees that this Agreement does not constitute the settlement of a sexual harassment or sexual abuse claim. b. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), Employee is not waiving any rights he/she may have to (1) exercise Employee’s rights under Section 601-608 of ERISA as amended, popularly known as COBRA; (2) exercise Employee’s rights, if any, for accrued vested benefits under any employee benefit plan, such as the Employer’s 401(k) plan, in accordance with the terms and conditions of such plan(s) and applicable law; (3) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (4) any rights Employee may have to any bounty that may be recoverable as a result of participating in the Securities and Exchange Commission Whistleblower Program; (5) pursue claims which by law cannot be waived by signing this Agreement; (6) enforce this Agreement; and/or (7) challenge the validity of this Agreement. c. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), nothing in this Agreement shall preclude Employee from: disclosing any allegations relating to a claim under the New Jersey Law Against Discrimination; and/or filing a charge or participating in any manner in an investigation, hearing or proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, etc.) or assisting or having assisted others in doing so, nor

EXECUTION VERSION -6- does anything in this Agreement preclude, prohibit or otherwise limit in any way, Employee’s rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies, but Employee hereby waives, to the extent permitted by law, any and all rights to recover under, or by virtue of, any such investigation, hearing or proceeding, except that Employee may recover any bounty that may be payable as a result of participating in the SEC’s Whistleblower Program as set forth in Paragraph 3(b) above. Employee further represents that she has not filed any complaints or charges against the Company or any of its affiliates with such agencies, or with any other federal, state or local agency or court. Employee further represents that she has reported to the Company in writing any and all work-related injuries that she has suffered or sustained during her employment with the Company or its affiliates. 4. Receipt of Wages and Benefits. Employee understands and acknowledges that except as otherwise specifically provided under this Agreement, Employee is entitled to no payments or any other benefits from Company. Employee acknowledges that Employee has received all wages for work performed, overtime compensation, bonuses, commissions, vacation pay and all other benefits and compensation due to Employee by virtue of Employee’s Employment with and termination of employment with the Company up through the Effective Date. 5. Representations; Covenant Not to Sue. Employee hereby represents and warrants to Company that (a) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against Company, nor has Employee agreed to do any of the foregoing, (b) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against Company which has been released in this Agreement, and (c) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Company. In addition, Employee hereby represents and warrants to Company that Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by Employee or any third party of a proceeding or Claim against Company based upon or relating to any Claim released by Employee in this Agreement, unless expressly allowed by Paragraph 3(b) and 3(c). If any court has or assumes jurisdiction of any action against the Company or any of its affiliates on behalf of Employee, Employee will request that court to withdraw from or dismiss the matter with prejudice. 6. Who is Bound. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. 7. Non-Disparagement. Employee hereby represents and warrants to Company that Employee has not and agrees not to make, in any manner, directly or indirectly, any defamatory or derogatory statements (written or verbal) that disparages or places the Company or any of its

EXECUTION VERSION -7- officers, shareholders, members or advisors, any member of the Board of Directors, or any agents or others with whom the Company has business relationships, in a false or negative light; provided, however, that Employee shall not be required to make any untruthful statement or to violate any law. 8. Request for References. For employment reference information, Employee shall direct prospective employers or others seeking employment verification information regarding Employee to The Work Number (an automated system administered by a third party 800-367- 5690 or www.theworknumber.com using Employer’s Employer Code 13452), or such other third party as Employer may contract with in the future, which will provide Employee’s dates of employment, last position held and, with Employee’s express authorization, salary information. 9. Confidentiality. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of the Company; provided, however, that Employee’s obligations under this Paragraph 9 shall not apply to information generally known in Company’s industry through no fault of Employee or the disclosure of which is required by law. Employee also agrees that Employee is not permitted to disclose to anyone the conditions of Employee’s employment except where those conditions relate to claims under the New Jersey Law Against Discrimination. Employee also agrees that all terms of this Agreement, including any payments made hereunder to or on behalf of employee, shall be kept confidential. Employee shall not reveal the terms of this Agreement to anyone, except to Employee’s immediate family, legal and financial advisors, if any, unless compelled to do so by judicial or administrative process. If Employee tells anyone not authorized by this Paragraph 9 of any term of this Agreement or breaches any other term or condition of this Agreement, it shall constitute a material breach of the Agreement and in addition to and not instead of Company’s other remedies, including reasonable attorneys’ fees, Employee shall be required to immediately, upon written notice from Employer, return any payments paid by Employer hereunder, less $500. Employee agrees that if Employee is required to return any payments, this Agreement shall continue to be binding on Employee and Company shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Employer and Employer shall have no further payment obligations under this Agreement. Notwithstanding the foregoing, Employee has the absolute right to challenge the ADEA waiver and will not be required to return any payments for making any such challenge. Additionally, under the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is (a) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

EXECUTION VERSION -8- 10. Company Property. By executing this Agreement, Employee acknowledges that Employee has returned to Employer all Company property in Employee’s possession, including, but not limited to, all Company equipment, Company car, computers, smartphones, pass codes, keys, swipe cards, documents or other materials that Employee received, prepared, or helped prepare. Employee acknowledges that Employee has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof of Company documents. 11. Restrictive Covenants. Employee acknowledges and agrees that all existing covenants applicable to Employee, including but not limited to the Restrictive Covenants contained in the Employment Agreement (as defined therein), will remain in effect for their intended duration pursuant to the Employment Agreement without regard to entry into this Agreement. 12. Entire Agreement and Amendment. This Agreement sets forth the entire agreement between the parties and fully supersedes any other prior agreements or understandings between the parties, except that the obligations contained in Sections 6, 7, 9, 10 and 11 of the Employment Agreement shall survive and shall remain fully enforceable. 13. Construction of Agreement. In the event that one or more of the provisions contained in this Agreement shall for any reason be held unenforceable in any respect under the law of any state of the United States, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This Agreement and any and all matters arising directly or indirectly therefrom shall be governed under the laws of the State of New Jersey, without reference to choice of law rules. Employee consents to the sole jurisdiction of the federal and state courts of New Jersey. EMPLOYER AND EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. 14. Opportunity For Review. a. Employee acknowledges that Employee has read and fully understands this Agreement and represents that prior to signing this Agreement Employee has been advised to, and has been given an opportunity to, consult Employee’s independent counsel with respect to this Agreement and Employee executes this Agreement freely and voluntarily. Employee understands that Employee has the opportunity to review this Agreement for from the date of receipt before signing it, and that if Employee fails to execute this Agreement and return it to Employer at attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, within forty-five (45) days of Employee’s receipt of this Agreement, then Employer shall have no obligation to enter into this Agreement. Employee acknowledges that any modifications, material or otherwise, made to this

EXECUTION VERSION -9- Agreement will not restart or affect in any manner the original forty-five (45) day review period. Employee and Employer understand that they are each responsible for their own attorneys’ fees and costs. b. For a period of seven (7) calendar days following Employee’s execution of this Agreement, Employee will have the right to revoke it under the Older Workers Benefit Protection Act, a federal statute which requires that releases of federal age discrimination claims be knowing and voluntary. If Employee elects to revoke this Agreement within this 7-day period, Employee must inform the Company by delivering a written notice of revocation to attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, no later than 11:59 p.m. on the seventh calendar day after Employee signs the Agreement. This Agreement, provided the Employee does not revoke it, shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (the “Effective Date”). If Employee revokes this Agreement, it shall not be effective or enforceable, and Employee shall not receive the benefits of this Agreement. Agreed to and accepted by, on this ___ day of _______, 2022 EMPLOYEE: Joseph Hartsig Jo Agreed to and accepted by, on this ___ day of _______, 2022 EMPLOYER: /s/ Joseph G. Hartsig /s/ Lynda Markoe

EXECUTION VERSION -10- Lynda Markoe Chief People & Culture Officer

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Sue E. Gove, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bed Bath & Beyond Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 29, 2022	/s/ Sue E. Gove
	Sue E. Gove
	Interim Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Laura Crossen, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bed Bath & Beyond Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 29, 2022	/s/ Laura Crossen
	Laura Crossen
	Interim Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

The undersigned, the Principal Executive Officer and Principal Financial Officer of Bed Bath & Beyond Inc. (the “Company”), hereby certify, to the best of their knowledge and belief, that the Form 10-Q of the Company for the quarterly period ended August 27, 2022, (the “Periodic Report”) accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes – Oxley Act and is not intended to be used for any other purposes.

Date: September 29, 2022	/s/ Sue E. Gove
	Sue E. Gove
	Interim Chief Executive Officer

/s/ Laura Crossen

Laura Crossen

Interim Chief Financial Officer

XML

Cover	6 Months Ended
	Aug. 27, 2022 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Aug. 27, 2022
Document Transition Report	false
Entity File Number	0-20214
Entity Registrant Name	BED BATH & BEYOND INC
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	11-2250488
Entity Address, Address Line One	650 Liberty Avenue
Entity Address, City or Town	Union
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07083
City Area Code	908
Local Phone Number	688-0888
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	BBBY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	80,362,695
Entity Central Index Key	0000886158
Current Fiscal Year End Date	--02-25
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Aug. 27, 2022	Feb. 26, 2022
Current assets:
Cash and cash equivalents	$ 135,270	$ 439,496
Merchandise inventories	1,576,270	1,725,410
Prepaid expenses and other current assets	192,615	198,248
Total current assets	1,904,155	2,363,154
Long-term investment securities	20,228	19,212
Property and equipment, net	1,121,203	1,027,387
Operating lease assets	1,469,076	1,562,857
Other assets	151,977	157,962
Total assets	4,666,639	5,130,572
Current liabilities:
Accounts payable	783,681	872,445
Accrued expenses and other current liabilities	394,268	529,371
Merchandise credit and gift card liabilities	328,089	326,465
Current operating lease liabilities	322,430	346,506
Total current liabilities	1,828,468	2,074,787
Other liabilities	114,259	102,438
Operating lease liabilities	1,479,456	1,508,002
Income taxes payable	92,146	91,424
Long-term debt	1,729,964	1,179,776
Total liabilities	5,244,293	4,956,427
Shareholders' (deficit) equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding	0	0
Common stock - $0.01 par value; authorized - 900,000 shares; issued 345,053 and 344,146, respectively; outstanding 80,363 and 81,979 shares, respectively	3,450	3,441
Additional paid-in capital	2,253,039	2,235,894
Retained earnings	8,942,368	9,666,091
Treasury stock, at cost; 264,691 and 262,167 shares, respectively	(11,728,514)	(11,685,267)
Accumulated other comprehensive loss	(47,997)	(46,014)
Total shareholders' (deficit) equity	(577,654)	174,145
Total liabilities and shareholders' (deficit) equity	$ 4,666,639	$ 5,130,572

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 27, 2022	Feb. 26, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	900,000,000	900,000,000
Common stock, shares issued (in shares)	345,053,000	344,146,000
Common stock, shares outstanding (in shares)	80,363,000	81,979,000
Treasury stock (in shares)	264,691,000	262,167,000

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Income Statement [Abstract]
Net sales	$ 1,437,018	$ 1,984,696	$ 2,900,436	$ 3,938,508
Cost of sales	1,038,756	1,383,627	2,152,862	2,703,745
Gross profit	398,262	601,069	747,574	1,234,763
Selling, general and administrative expenses	634,877	652,972	1,272,385	1,311,734
Impairments	55,518	7,584	82,217	16,713
Restructuring and transformation initiative expenses	54,069	24,495	78,332	58,181
Loss on sale of businesses	0	132	0	4,121
Operating loss	(346,202)	(84,114)	(685,360)	(155,986)
Interest expense, net	18,603	16,121	35,051	32,121
Loss on extinguishment of debt	0	111	0	376
Loss before provision (benefit) for income taxes	(364,805)	(100,346)	(720,411)	(188,483)
Provision (benefit) for income taxes	1,354	(27,131)	3,414	(64,394)
Net loss	$ (366,159)	$ (73,215)	$ (723,825)	$ (124,089)
Net loss per share - Basic (in dollars per share)	$ (4.59)	$ (0.72)	$ (9.09)	$ (1.19)
Net loss per share - Diluted (in dollars per share)	$ (4.59)	$ (0.72)	$ (9.09)	$ (1.19)
Weighted average shares outstanding - Basic (in shares)	79,706	101,951	79,659	104,361
Weighted average shares outstanding - Diluted (in shares)	79,706	101,951	79,659	104,361

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Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (366,159)	$ (73,215)	$ (723,825)	$ (124,089)
Other comprehensive (loss) income:
Change in temporary impairment of auction rate securities, net of tax	796	24	567	(40)
Pension adjustment, net of tax	0	224	0	224
Currency translation adjustment	(1,436)	(8,707)	(2,550)	2,137
Other comprehensive (loss) income	(640)	(8,459)	(1,983)	2,321
Comprehensive loss	$ (366,799)	$ (81,674)	$ (725,808)	$ (121,768)

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Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid- in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Balance (in shares) at Feb. 27, 2021		343,241
Balance (in shares) at Feb. 27, 2021					(233,620)
Balance at Feb. 27, 2021	$ 1,276,936	$ 3,432	$ 2,152,135	$ 10,225,253	$ 11,048,284	$ (55,600)
Balance (in shares) at May. 29, 2021		343,570
Balance (in shares) at May. 29, 2021					(239,057)
Balance at May. 29, 2021	1,106,794	$ 3,435	2,208,052	10,174,656	$ 11,234,529	(44,820)
Balance (in shares) at Feb. 27, 2021		343,241
Balance (in shares) at Feb. 27, 2021					(233,620)
Balance at Feb. 27, 2021	1,276,936	$ 3,432	2,152,135	10,225,253	$ 11,048,284	(55,600)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(124,089)			(124,089)
Other comprehensive (loss) income, net of tax	2,321					2,321
Dividends forfeited	358			358
Issuance of restricted shares, net (in shares)		348
Issuance of restricted shares, net	0	$ 4	(4)
Vesting of restricted stock units	0
Stock-based compensation expense, net	18,581		18,581
Accelerated share repurchase program (in shares)					(200)
Accelerated share repurchase program	0		47,550		$ (47,550)
Directors fees paid in stock (shares)		7
Director fees paid in stock	138		138
Repurchase of common stock, including fees (in shares)					(8,716)
Repurchase of common stock, including fees	(240,011)				$ (240,011)
Balance (in shares) at Aug. 28, 2021		343,596
Balance (in shares) at Aug. 28, 2021					(242,536)
Balance at Aug. 28, 2021	934,234	$ 3,436	2,218,400	10,101,522	$ 11,335,845	(53,279)
Balance (in shares) at May. 29, 2021		343,570
Balance (in shares) at May. 29, 2021					(239,057)
Balance at May. 29, 2021	1,106,794	$ 3,435	2,208,052	10,174,656	$ 11,234,529	(44,820)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(73,215)			(73,215)
Other comprehensive (loss) income, net of tax	(8,459)					(8,459)
Dividends forfeited	81			81
Issuance of restricted shares, net (in shares)		26
Issuance of restricted shares, net	0	$ 1	(1)
Vesting of restricted stock units	0
Stock-based compensation expense, net	10,349		10,349
Accelerated share repurchase program	0
Director fees paid in stock	0
Repurchase of common stock, including fees (in shares)					(3,479)
Repurchase of common stock, including fees	(101,316)				$ (101,316)
Balance (in shares) at Aug. 28, 2021		343,596
Balance (in shares) at Aug. 28, 2021					(242,536)
Balance at Aug. 28, 2021	$ 934,234	$ 3,436	2,218,400	10,101,522	$ 11,335,845	(53,279)
Balance (in shares) at Feb. 26, 2022	81,979	344,146
Balance (in shares) at Feb. 26, 2022					(262,167)
Balance at Feb. 26, 2022	$ 174,145	$ 3,441	2,235,894	9,666,091	$ 11,685,267	(46,014)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(723,825)			(723,825)
Other comprehensive (loss) income, net of tax	(1,983)					(1,983)
Dividends forfeited	102			102
Issuance of restricted shares, net (in shares)		329
Issuance of restricted shares, net	0	$ 3	(3)
Vesting of restricted stock units (in shares)		567
Vesting of restricted stock units	0	$ 6	(6)
Stock-based compensation expense, net	17,009		17,009
Accelerated share repurchase program	0
Directors fees paid in stock (shares)		11
Director fees paid in stock	145		145
Repurchase of common stock, including fees (in shares)					(2,524)
Repurchase of common stock, including fees	$ (43,247)				$ (43,247)
Balance (in shares) at Aug. 27, 2022	80,363	345,053
Balance (in shares) at Aug. 27, 2022					(264,691)
Balance at Aug. 27, 2022	$ (577,654)	$ 3,450	2,253,039	8,942,368	$ 11,728,514	(47,997)
Balance (in shares) at May. 28, 2022		344,621
Balance (in shares) at May. 28, 2022					(264,663)
Balance at May. 28, 2022	(220,298)	$ 3,446	2,243,378	9,308,530	$ 11,728,295	(47,357)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(366,159)			(366,159)
Other comprehensive (loss) income, net of tax	(640)					(640)
Dividends forfeited	(3)			(3)
Issuance of restricted shares, net (in shares)		367
Issuance of restricted shares, net	0	$ 3	(3)
Vesting of restricted stock units (in shares)		65
Vesting of restricted stock units	0	$ 1	(1)
Stock-based compensation expense, net	9,665		9,665
Accelerated share repurchase program	0
Directors fees paid in stock (shares)		0
Director fees paid in stock	0		0
Repurchase of common stock, including fees (in shares)					(28)
Repurchase of common stock, including fees	$ (219)				$ (219)
Balance (in shares) at Aug. 27, 2022	80,363	345,053
Balance (in shares) at Aug. 27, 2022					(264,691)
Balance at Aug. 27, 2022	$ (577,654)	$ 3,450	$ 2,253,039	$ 8,942,368	$ 11,728,514	$ (47,997)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021
Cash Flows from Operating Activities:
Net loss	$ (723,825)	$ (124,089)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	142,094	138,390
Impairments	82,217	16,713
Stock-based compensation	16,434	17,993
Deferred income taxes	0	(48,938)
Loss on sale of businesses	0	4,121
Loss on debt extinguishment	0	376
Other	967	(5,373)
Decrease (increase) in assets:
Merchandise inventories	146,729	82,296
Other current assets	411	82,203
Other assets	(82)	(225)
(Decrease) increase in liabilities:
Accounts payable	(81,401)	9,490
Accrued expenses and other current liabilities	(136,892)	(116,660)
Merchandise credit and gift card liabilities	1,927	(1,543)
Income taxes payable	793	(490)
Operating lease assets and liabilities, net	(27,759)	(1,744)
Other liabilities	(4,038)	(6,482)
Net cash (used in) provided by operating activities	(582,425)	46,038
Cash Flows from Investing Activities:
Purchases of held-to-maturity investment securities	0	(29,997)
Net proceeds from sale of property	0	5,000
Capital expenditures	(226,500)	(149,475)
Net cash used in investing activities	(226,500)	(174,472)
Cash Flows from Financing Activities:
Borrowing of long-term debt	550,000	0
Repayments of long-term debt	0	(11,355)
Repayments of finance leases	(809)	0
Repurchase of common stock, including fees	(43,247)	(240,011)
Payment of dividends	(316)	(640)
Payment of deferred financing fees	0	(3,443)
Net cash provided by (used in) financing activities	505,628	(255,449)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(871)	1,489
Net decrease in cash, cash equivalents and restricted cash	(304,168)	(382,394)
Cash, cash equivalents and restricted cash:
Beginning of period	470,884	1,407,224
End of period	$ 166,716	$ 1,024,830

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Basis of Presentation

6 Months Ended

Aug. 27, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of August 27, 2022 and February 26, 2022 (audited) and the results of its operations, shareholders' (deficit) equity, and comprehensive loss for the three and six months ended August 27, 2022 and August 28, 2021 and its cash flows for the six months ended August 27, 2022 and August 28, 2021.

The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and consequently do not include all the disclosures normally required by U.S. generally accepted accounting principles ("GAAP"). Reference should be made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Form 8-Ks.

We account for our operations as one North American Retail reporting segment. Net sales outside of the U.S. for the Company were not material for the three and six months ended August 27, 2022 and August 28, 2021. As the Company operates in the retail industry, its results of operations are affected by general economic conditions and consumer spending habits.

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Liquidity and Going Concern

6 Months Ended

Aug. 27, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern Disclosure

LIQUIDITY AND GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The Company had cash, cash equivalents and restricted cash of $166.7 million as of August 27, 2022 and net cash used in operating activities of $582.4 million for the six months ended August 27, 2022. As of August 27, 2022, the Company had approximately $315.0 million of available borrowing capacity under its ABL Facility. Subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment, which expanded its ABL Facility to $1.130 billion and entered into a new FILO Facility of $375.0 million (see "Long-Term Debt", Note 13). As of the end of fiscal September 2022, the Company's current available borrowing capacity was approximately $690.0 million.

The Company is required to perform a two-step analysis of its ability to continue as a going concern. It must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If the Company concludes that substantial doubt is raised, it is also required to consider whether the Company’s plans alleviate that doubt (Step 2).

Management’s assessment included the preparation of cash flow forecasts. Management has implemented or expects to implement various strategic actions including permanently closing stores that are deemed to be performing below expectations, reducing its workforce, deferring or eliminating certain capital expenditures and reducing other operating expenses to ensure alignment with customer demand and its go-forward strategy.

The Company believes that available cash and cash equivalents, the cash provided by future operating activities, and availability under its recently increased ABL credit facility and its new FILO credit facility should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. If the Company encounters unforeseen circumstances that place further constraints on its capital resources, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, and controlling overhead expenses. Management cannot provide any assurance that the Company’s efforts will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

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Impact of the COVID-19 Pandemic

6 Months Ended

Aug. 27, 2022

Impact of the COVID-19 Pandemic [Abstract]

Impact of the COVID-19 Pandemic

IMPACT OF THE COVID-19 PANDEMIC 

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. During the first quarter of fiscal 2020, the Company temporarily closed all of the Company's retail stores across the U.S. and Canada except for most stand-alone buybuy BABY and Harmon stores, subject to state and local regulations, with nearly all stores reopened by the end of the second quarter of fiscal 2020. During portions of fiscal 2021, a limited number of stores in Canada either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. During the six months ended August 27, 2022, all of the Company's stores were operating without restriction subject to compliance with applicable mask and vaccine requirements.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States, which provided for certain changes to tax laws, which impacted the Company’s results of operations, financial position and cash flows. The Company implemented certain provisions of the CARES Act, such as deferring employer payroll taxes and utilizing the ability to carry back and deduct losses to offset prior income in previously filed tax returns. The Company deposited the full amount of deferred employer payroll taxes of $3.1 million by December 2021. During the three and six months ended August 28, 2021, under the CARES Act, the Company recorded income tax benefits of $0.6 million and $16.2 million, respectively, as a result of the fiscal 2020 net operating losses that were carried back to prior years during which the federal tax rate was 35%.

During the three and six months ended August 28, 2021, the Company recorded credits of approximately $2.3 million and $4.7 million, respectively, as an offset to selling, general and administrative expenses as a result of the employee retention credits made available under the CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian employees.

Numerous uncertainties continue to surround the pandemic and its ultimate impact on the Company. Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is disclosed in “Risk Factors” under Part II, Item 1A of this Form 10-Q and Part I, Item 1A of the Company’s fiscal 2021 Form 10-K.

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Revenue Recognition

6 Months Ended

Aug. 27, 2022

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

REVENUE RECOGNITION

Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales.

Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. For the six months ended August 27, 2022 and August 28, 2021, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $45.6 million and $47.8 million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 26, 2022 and February 27, 2021, respectively.

During the second quarter of fiscal 2022, the Company launched its cross-banner customer loyalty program, Welcome Rewards™, which allows members to earn points for each qualifying purchase at its retail banners either online or in its stores. Points earned are then converted to rewards upon reaching certain thresholds. These rewards may then be redeemed on future merchandise purchases at its retail banners. The Company defers a portion of the revenue related to the points earned at the time of the original transaction and revenue is recognized for these performance obligations upon redemption or expiration of points or rewards earned by the customer. As of August 27, 2022, the Company recorded $2.9 million of loyalty program liabilities in merchandise credit and gift card liabilities on the consolidated balance sheet.

Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly. As of August 27, 2022 and February 26, 2022, the Company recorded a liability for estimated returns of $20.4 million and $23.6 million, respectively, in accrued expenses and other current liabilities, and the corresponding right of return asset for merchandise of $12.8 million and $14.6 million, respectively, in prepaid expenses and other current assets.

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 (including furniture and wall décor), consumables and certain juvenile products. Sales of domestics merchandise and home furnishings accounted for approximately

37.9% and 62.1% of net sales, respectively, for the three months ended August 27, 2022, and approximately 39.8% and 60.2% of net sales, respectively, for the three months ended August 28, 2021. Sales of domestics merchandise and home furnishings accounted for approximately 36.6% and 63.4% of net sales, respectively, for the six months ended August 27, 2022, and approximately 38.9% and 61.1% of net sales, respectively, for the six months ended August 28, 2021.

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Fair Value Measurements

6 Months Ended

Aug. 27, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

•Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. 

•Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, short-term and long-term debt and certain other liabilities. The book value of the Company's financial instruments, excluding long-term debt, is representative of their fair values. As of August 27, 2022 and February 26, 2022, the fair value of the Company’s senior unsecured notes was approximately $254.3 million and $956.0 million, respectively, which is based on quoted prices in active markets for identical instruments (i.e., Level 1 valuation), compared with the carrying value of approximately $1.184 billion for both August 27, 2022 and February 26, 2022. As of August 27, 2022, the carrying amount of the asset-based revolving credit facility (the “ABL Facility”) approximates fair value as interest charged is based on the current market rate.

Financial assets utilizing Level 2 inputs included the ABL Facility. Financial assets utilizing Level 3 inputs included long-term investments in auction rate securities consisting of preferred shares of closed end municipal bond funds (see "Investment Securities," Note 7).

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Cash and Cash Equivalents

6 Months Ended

Aug. 27, 2022

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Included in cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $41.9 million and $47.9 million as of August 27, 2022 and February 26, 2022, respectively.

As of both August 27, 2022 and February 26, 2022, the Company did not have any short-term restricted cash, and had $31.4 million of long-term restricted cash, which was included in other long-term assets on the consolidated balance sheet.

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Investment Securities

6 Months Ended

Aug. 27, 2022

Investments, Debt and Equity Securities [Abstract]

Investment Securities

INVESTMENT SECURITIES

As of both August 27, 2022 and February 26, 2022, the Company’s long-term available-for-sale investment securities represented approximately $20.3 million par value of auction rate securities, less temporary valuation adjustments of approximately $1.0 million and $1.1 million, respectively. Since these valuation adjustments are deemed to be temporary, they are recorded in accumulated other comprehensive loss, net of a related tax benefit, and did not affect the Company’s net earnings. The Company had no short-term available-for-sale investment securities as of August 27, 2022 and February 26, 2022.

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Impairment of Long-Lived Assets

6 Months Ended

Aug. 27, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Impairment of Long-Lived Assets

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the three and six months ended August 27, 2022, the Company recorded $55.5 million and $79.3 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. For the three and six months ended August 28, 2021, the Company recorded $7.0 million and $14.0 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs.

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Property and Equipment

6 Months Ended

Aug. 27, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

As of August 27, 2022 and February 26, 2022, included in property and equipment, net is accumulated depreciation of approximately $1.9 billion and $1.8 billion, respectively, of which $0.6 million and $0.2 million, respectively, in accumulated depreciation relate to assets held under finance leases.

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Leases

6 Months Ended

Aug. 27, 2022

Leases [Abstract]

Leases

LEASES

The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five year renewal options, often at increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated amounts and are immaterial for the three and six months ended August 27, 2022 and August 28, 2021), scheduled rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges.

The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for a series of five-year renewal options, the exercise of which are at the Company's sole discretion.

The components of total lease cost for the three and six months ended August 27, 2022 and August 28, 2021, were as follows:

(in thousands)	Statement of Operations Location	Three Months Ended				Six Months Ended
		August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Operating lease cost	Cost of sales and SG&A	$	102,155	$	110,352	$	205,129	$	227,722
Finance lease cost:
Depreciation of property	SG&A	273		—		383		—
Interest on lease liabilities	Interest expense, net	1,646		—		2,106		—
Variable lease cost	Cost of sales and SG&A	39,536		36,010		73,757		71,517
Sublease income	SG&A	(13,430)		(10,955)		(26,810)		(24,806)
Total lease cost		$	130,180	$	135,407	$	254,565	$	274,433

As of August 27, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows:

(in thousands)	Consolidated Balance Sheet Location	August 27, 2022		February 26, 2022
Assets
Operating leases	Operating lease assets	$	1,469,076	$	1,562,857
Finance leases	Property and equipment, net	55,680		38,790
Total lease assets		$	1,524,756	$	1,601,647
Liabilities
Current:
Operating leases	Current operating lease liabilities	$	322,430	$	346,506
Finance leases	Accrued expenses and other current liabilities	7,048		2,494
Noncurrent:
Operating leases	Operating lease liabilities	1,479,456		1,508,002
Finance leases	Other liabilities	46,952		35,447
Total lease liabilities		$	1,855,886	$	1,892,449

As of August 27, 2022, the Company’s lease liabilities mature as follows:

(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
Remainder of 2022	$	188,794	$	4,696
2023	416,053		11,525
2024	365,482		11,525
2025	304,087		11,525
2026	234,999		11,525
2027	186,180		11,525
Thereafter	565,281		49,612
Total lease payments	$	2,260,876	$	111,933
Less imputed interest	(458,990)		(57,933)
Present value of lease liabilities	$	1,801,886	$	54,000

At August 27, 2022, the Company has entered into two operating leases that have not yet commenced, one of which is a regional distribution center expected to open in fiscal 2023. The aggregate minimum rental payments over the term of the lease of approximately $58.8 million are not included in the above table.

The Company’s lease terms and discount rates were as follows:

	August 27, 2022		February 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6.8 years		7.0 years
Finance leases	9.5 years		10.0 years
Weighted-average discount rate
Operating leases	7.1	%	6.0	%
Finance leases	8.3	%	8.4	%

Other information with respect to the Company’s leases is as follows:

(in thousands)	Six Months Ended
	August 27, 2022		August 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	209,532	$	228,509
Operating cash flows from finance leases	1,541		—
Financing cash flows from finance leases	809		—
Operating lease assets obtained in exchange for new operating lease liabilities	229,030		278,454
Financing lease assets obtained in exchange for new financing lease liabilities	17,273		—

Leases

LEASES

The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five year renewal options, often at increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated amounts and are immaterial for the three and six months ended August 27, 2022 and August 28, 2021), scheduled rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges.

The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for a series of five-year renewal options, the exercise of which are at the Company's sole discretion.

The components of total lease cost for the three and six months ended August 27, 2022 and August 28, 2021, were as follows:

(in thousands)	Statement of Operations Location	Three Months Ended				Six Months Ended
		August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Operating lease cost	Cost of sales and SG&A	$	102,155	$	110,352	$	205,129	$	227,722
Finance lease cost:
Depreciation of property	SG&A	273		—		383		—
Interest on lease liabilities	Interest expense, net	1,646		—		2,106		—
Variable lease cost	Cost of sales and SG&A	39,536		36,010		73,757		71,517
Sublease income	SG&A	(13,430)		(10,955)		(26,810)		(24,806)
Total lease cost		$	130,180	$	135,407	$	254,565	$	274,433

As of August 27, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows:

(in thousands)	Consolidated Balance Sheet Location	August 27, 2022		February 26, 2022
Assets
Operating leases	Operating lease assets	$	1,469,076	$	1,562,857
Finance leases	Property and equipment, net	55,680		38,790
Total lease assets		$	1,524,756	$	1,601,647
Liabilities
Current:
Operating leases	Current operating lease liabilities	$	322,430	$	346,506
Finance leases	Accrued expenses and other current liabilities	7,048		2,494
Noncurrent:
Operating leases	Operating lease liabilities	1,479,456		1,508,002
Finance leases	Other liabilities	46,952		35,447
Total lease liabilities		$	1,855,886	$	1,892,449

As of August 27, 2022, the Company’s lease liabilities mature as follows:

(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
Remainder of 2022	$	188,794	$	4,696
2023	416,053		11,525
2024	365,482		11,525
2025	304,087		11,525
2026	234,999		11,525
2027	186,180		11,525
Thereafter	565,281		49,612
Total lease payments	$	2,260,876	$	111,933
Less imputed interest	(458,990)		(57,933)
Present value of lease liabilities	$	1,801,886	$	54,000

At August 27, 2022, the Company has entered into two operating leases that have not yet commenced, one of which is a regional distribution center expected to open in fiscal 2023. The aggregate minimum rental payments over the term of the lease of approximately $58.8 million are not included in the above table.

The Company’s lease terms and discount rates were as follows:

	August 27, 2022		February 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6.8 years		7.0 years
Finance leases	9.5 years		10.0 years
Weighted-average discount rate
Operating leases	7.1	%	6.0	%
Finance leases	8.3	%	8.4	%

Other information with respect to the Company’s leases is as follows:

(in thousands)	Six Months Ended
	August 27, 2022		August 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	209,532	$	228,509
Operating cash flows from finance leases	1,541		—
Financing cash flows from finance leases	809		—
Operating lease assets obtained in exchange for new operating lease liabilities	229,030		278,454
Financing lease assets obtained in exchange for new financing lease liabilities	17,273		—

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Income Taxes

6 Months Ended

Aug. 27, 2022

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The effective income tax rate for the three and six months ended August 27, 2022 was (0.4)% and (0.5)%, respectively compared with 27.0% and 34.2%, respectively, for the three and six months ended August 28, 2021. The effective income tax rate for the three and six months ended August 27, 2022 reflects the impact of a valuation allowance initially recorded in the third quarter of fiscal 2021, discussed below. For the three and six months ended August 28, 2021, the effective tax rate included the impact of charges for restructuring and transformation initiatives, as well as a benefit of $0.6 million and $16.2 million, respectively, resulting from an adjustment to the estimated net operating loss incurred in fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate was 35%.

In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit the use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.

During the third quarter of fiscal 2021, the Company concluded that, based on its evaluation of available objective positive and negative evidence, it was no longer more likely than not that its net U.S. federal and state deferred tax assets were recoverable. During the six months ended August 27, 2022, the Company determined that this conclusion continued to be appropriate. In assessing the realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included the Company’s cumulative loss before income taxes for the past three years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as, timing and the cost of the Company's transformation initiatives and their expected associated benefits. As of both August 27, 2022 and February 26, 2022, the total valuation allowance relative to U.S. federal and state deferred tax assets was $224.3 million.

As of both August 27, 2022 and February 26, 2022, the Company recorded a valuation allowance of $25.2 million relative to the Company's Canadian net deferred tax asset, as the Company did not believe the deferred tax assets in that jurisdiction were more likely than not to be realized.

The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as projections for future growth.

During the three and six months ended August 27, 2022, the change in the gross amount of unrecognized tax benefits and accrued interest and penalties was not significant.

As of August 27, 2022, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada and Mexico and files income tax returns in the United States and various state, local and international jurisdictions. The Company is currently under examination by the Internal Revenue Service for the tax year 2017. The Company is open to examination for state, foreign and local jurisdictions with varying statutes of limitations, generally ranging from 3 to 5 years.

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Indefinite-Lived Intangible Assets

6 Months Ended

Aug. 27, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Indefinite-Lived Intangible Assets

INDEFINITE-LIVED INTANGIBLE ASSETS

Included in other assets in the accompanying consolidated balance sheets as of August 27, 2022 and February 26, 2022, respectively, are $13.4 million and $16.3 million for indefinite-lived tradenames and trademarks.

The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite-lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and six months ended August 27, 2022, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value. There were no tradename impairment charges recognized during the three months ended August 27, 2022. During the six months ended August 27, 2022, the Company recognized a non-cash pre-tax tradename impairment charge of $2.9 million in impairments in its consolidated statements of operations. During the three and six months ended August 28, 2021, the Company recognized non-cash pre-tax tradename impairment charges of $0.6 million and $2.7 million, respectively, in impairments in its consolidated statements of operations. As of August 27, 2022, for the remaining indefinite-lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair value of these indefinite-lived assets did not exceed their carrying values and concluded no such events or circumstances existed which would require an impairment test be performed. In the future, if events or market conditions affect the estimated fair value to the extent that an asset is impaired, the Company will adjust the carrying value of these assets in the period in which the impairment occurs.

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Long-Term Debt

6 Months Ended

Aug. 27, 2022

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

Senior Unsecured Notes

On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024, $300.0 million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and $900.0 million aggregate principal amount of 5.165% senior unsecured notes due August 1, 2044 (collectively, the "Notes"). Interest on the Notes is payable semi-annually on February 1 and August 1 of each year.

The Notes were issued under an indenture (the "Base Indenture"), as supplemented by a first supplemental indenture (together, with the Base Indenture, the "Indenture"), which contains various restrictive covenants, which are subject to important limitations and exceptions that are described in the Indenture. The Company was in compliance with all covenants related to the Notes as of August 27, 2022.

During the three and six months ended August 27, 2022, the Company did not purchase any of its outstanding unsecured notes. During the three and six months ended August 28, 2021, the Company purchased approximately $3.1 million and $11.0 million, respectively, aggregate principal amount of its outstanding 3.749% senior unsecured notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of $3.2 million and $11.4 million during the three and six months ended August 28, 2021, respectively, included accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded losses on extinguishment of debt of $0.1 million and $0.4 million in its consolidated statement of operations for the three and six months ended August 28, 2021, respectively, including the write off of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs.

As of August 27, 2022 and February 26, 2022, unamortized deferred financing costs associated with the Company’s Notes were $4.4 million and $4.6 million, respectively, and are included in long-term debt in the Company's consolidated balance sheets.

Asset-Based Credit Agreement

In the second quarter of fiscal 2021, the Company amended its asset-based credit agreement (the “Amended Credit Agreement”) among the Company, certain of the Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”), and the lenders party thereto. The Amended Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments established at closing of $1.0 billion, including a swingline subfacility and a letter of credit subfacility. The Amended Credit Agreement has an uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility ("FILO Facility"), collectively, in an aggregate amount of up to $375.0 million, subject to certain customary conditions. The Amended Credit Agreement matures on August 9, 2026.

The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including credit card receivables), inventory, certain deposit accounts and securities accounts, and certain related assets, of the Company and its subsidiaries that are borrowers or guarantors under the ABL Facility. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, minus (c) customary reserves.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, the Company will be required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility.

Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in the case of loans denominated in U.S. dollars, such loans shall be comprised entirely of Alternate Base Rate ("ABR") loans and London Inter-Bank Offered ("LIBO") Rate loans and (ii) in the case of loans denominated in Canadian dollars, such loans shall be comprised entirely of Canadian Prime Rate loans and Canadian Dollar Offered Rate ("CDOR") loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate margin based on average quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in the case of LIBO Rate loans and CDOR Loans, 1.25% to 1.75%; provided that if the CDOR or LIBO Rate is less than 0.00%, such rate shall be deemed to be 0.00%, as applicable.

As of August 27, 2022, the Company had $550.0 million of borrowings outstanding under the ABL Facility, at a weighted average interest rate of 3.72%, and $136.4 million of outstanding letters of credit had been issued under the ABL Facility. The Company's borrowing under the ABL Facility have been and may be used for working capital, including inventory purposes, and other general corporate purposes.

The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments and prepayment of certain indebtedness. The Company was in compliance with all covenants related to the Amended Credit Agreement as of August 27, 2022.

On August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment (the "Amendment") to the Amended Credit Agreement for more than $500.0 million of new additional financing commitments,

including its newly expanded $1.130 billion ABL Facility, which provides for an increase of $130.0 million in aggregate revolving commitments for the time periods set forth in the Amendment, and a new $375.0 million FILO Facility (together with the ABL Facility, the "Credit Facilities"), with JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc., as agent and lender for the FILO Facility. The ABL Facility and FILO Facility mature on August 9, 2026 and August 31, 2027, respectively, unless required to mature earlier pursuant to the terms of the Amendment. Subsequent to the end of the second quarter of fiscal 2022, the Company borrowed an additional $175.0 million under the Credit Facilities and, as a result, total borrowings under the Credit Facilities total $725.0 million.

As of August 27, 2022 and February 26, 2022, deferred financing costs associated with the Company's ABL Facility were $6.6 million and $7.4 million, respectively, and were recorded in other assets in the Company's consolidated balance sheets.

The Company amortizes deferred financing costs for the Notes and the ABL Facility over their respective terms and such amortization is included in interest expense, net in the consolidated statements of operations. Interest expense related to the Notes and the revolving credit facilities, including the commitment fee and the amortization of deferred financing costs, was approximately $17.6 million and $16.5 million for the three months ended August 27, 2022 and August 28, 2021, respectively and $34.0 million and $32.9 million for the six months ended August 27, 2022 and August 28, 2021, respectively.

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Shareholders' (Deficit) Equity

6 Months Ended

Aug. 27, 2022

Stockholders' Equity Note [Abstract]

Shareholders' (Deficit) Equity

SHAREHOLDERS' (DEFICIT) EQUITY

The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations.

Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase of up to $12.950 billion of the Company’s shares of common stock. The Company also acquires shares of its common stock to cover employee related taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of common stock repurchased is approximately 264.7 million shares for a total cost of approximately $11.729 billion. The Company had approximately $1.224 billion remaining of authorized share repurchases as of August 27, 2022.

Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number of factors, including the price of the Company's common stock, general business and economic conditions, the Company's financial condition and operating results, the emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. The Company's share repurchase program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be subject to the determination of the Board of Directors, based on an evaluation of the Company's earnings, financial condition and requirements, business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (see “Long-Term Debt,” Note 13).

In connection with its share repurchase program, during the six months ended August 27, 2022, the Company repurchased approximately 2.3 million shares of its common stock at a total cost of approximately $40.4 million, including fees. There were no share repurchases during the three months ended August 27, 2022 as the share repurchase program was completed in the first quarter of fiscal 2022. During the three and six months ended August 28, 2021, the Company repurchased approximately 3.4 million and 8.3 million shares, respectively, of its common stock, at a total cost of approximately $100.8 million and $231.2 million, respectively, including fees. Additionally, during the six months ended August 27, 2022, the Company repurchased approximately 0.2 million shares of its common stock, with less than 0.1 million shares repurchased during the three months ended August 27, 2022, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $0.2 million and $2.8 million, respectively, for the three and six months ended August 27, 2022. During the three and six months ended August 28, 2021, the Company repurchased approximately 0.1 million and 0.4 million shares, respectively, of its common stock, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $0.5 million and $8.8 million, respectively.

In January 2021, the Company entered into an accelerated share repurchase agreement to repurchase an aggregate $150.0 million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021.

On August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company established an at the market equity distribution program (the "ATM Program") by entering into an Open Market Sale AgreementSM with Jefferies LLC, acting as sales agent for the Company, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, par value $0.01 per share, in any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the ATM Program, the Company may offer and sell up to a maximum of 12 million shares of common stock. The potential proceeds from the ATM Program are expected to be used for a number of corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures, acquisitions and other investments. Since the end of the fiscal second quarter, the Company has sold approximately 3.0 million shares for approximately $30.0 million of proceeds under the ATM Program.

During fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the Company suspended its future quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During the three and six months ended August 27, 2022 total cash dividends of less than $0.1 million and $0.3 million (consisting of dividends paid on unvested shares), respectively, were paid. During the three and six months ended August 28, 2021, total cash dividends of less than $0.1 million and $0.6 million (consisting of dividends paid on restricted shares that vested in fiscal 2021), respectively, were paid. Any future quarterly cash dividend payments on its common stock will be subject to the determination by the Board of Directors, based on evaluation of the Company’s earnings, financial condition and requirements, business conditions and other factors, including the restrictions on the payment of dividends contained in the Amended Credit Agreement (see “Long-Term Debt,” Note 13).

Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease to retained earnings when declared.

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Stock-Based Compensation

6 Months Ended

Aug. 27, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards, restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company’s restricted stock awards are considered nonvested share awards.

In May of 2022, the Company determined that the RSU awards issued under its incentive compensation plans in May of 2022 would be settled in cash, rather than in equity. As a result, the awards issued in May of 2022 will be accounted for as a liability and measured at their fair value through their respective vesting periods. Awards issued in the form of PSUs in May of 2022 will continue to be settled in Company stock and will be considered nonvested share awards.

Stock-based compensation expense and capitalized stock-based compensation cost for the three and six months ended August 27, 2022 and August 28, 2021 were as follows:

	Three Months Ended				Six Months Ended
(in thousands)	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Stock-based compensation expense:
Equity-classified share-settled awards	$	9,311.1	$	10,077.8	$	16,433.6	$	17,996.3
Liability-classified cash-settled awards	1,842.4		—		1,985.6		—
Total stock-based compensation expense	$	11,153.5	$	10,077.8	$	18,419.2	$	17,996.3
Capitalized stock-based compensation cost:
Equity-classified share-settled awards	$	354.5	$	271.9	$	575.2	$	588.2
Liability-classified cash-settled awards	114.9		—		123.4		—
Total capitalized stock-based compensation cost	$	469.4	$	271.9	$	698.6	$	588.2

Incentive Compensation Plans

The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the “2018 Plan”) and the Bed Bath & Beyond 2012 Incentive Compensation Plan (the "2012 Plan"). The 2018 Plan includes an aggregate of 4.6 million shares of common stock authorized for issuance of awards permitted under the 2018 Plan, including stock options, stock appreciation rights, restricted stock awards, performance awards and other stock-based awards. The 2018 Plan supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive Compensation Plan (the “2004 Plan”). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards permitted under the 2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue to be in effect under the 2012 Plan.

The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive compensation through stock options (whether nonqualified stock options or incentive stock options), restricted stock awards, stock appreciation rights, performance awards and other stock-based awards, and cash-based awards. Grants are determined by the People, Culture, and Compensation Committee of the Board of Directors of the Company for those awards granted to executive officers and by the Board of Directors of the Company for awards granted to non-employee directors. Restricted stock awards generally become vested in five to seven equal annual installments beginning one to three years from the date of grant. Restricted stock units generally become vested in one to three equal annual installments beginning one year from the date of grant. Performance stock units generally vest at the end of the performance period dependent on the Company’s achievement of performance-based tests. Vesting of each of these types is subject, in general, to the recipient remaining in the Company’s service on specified vesting dates.

The Company generally issues new shares for restricted stock awards and vesting of restricted stock units settled in Company shares, as well as for vesting of performance stock units. The 2018 Plan expires in May 2028. The 2012 Plan expired in May 2022.

As described in further detail below, in fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The inducement awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan.

Restricted Stock Awards

Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five to seven equal annual installments beginning one to three years from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Vesting of restricted stock is based solely on time vesting. As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company’s restricted stock awards was $7.1 million, which is expected to be recognized over a weighted average period of 1.7 years.

Changes in the Company’s restricted stock awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock awards, beginning of period	472	$	32.38
Granted	392	4.90
Vested	(160)	39.27
Forfeited	(98)	28.98
Unvested restricted stock awards, end of period	606	$	13.34

Restricted Stock Units ("RSUs")

RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. RSUs are converted into shares of common stock upon vesting. RSUs granted in May of 2022 will be settled in cash, rather than in equity, upon vesting. As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company’s share-settled RSUs was $16.5 million, which is expected to be recognized over a weighted average period of 1.6 years. As of August 27, 2022, unrecognized compensation expense related to the

unvested portion of the Company’s cash-settled RSUs was $17.4 million, which is expected to be recognized over a weighted average period of 2.3 years.

Changes in the Company’s RSUs for the six months ended August 27, 2022 were as follows:

	Share-Settled			Cash-Settled
(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	2,600	$	17.07	57	$	23.44
Granted	117	11.79		2,145	9.19
Vested	(1,037)	14.48		(28)	10.54
Forfeited	(515)	17.22		(457)	10.52
Unvested restricted stock units, end of period	1,165	$	18.78	1,717	$	9.29

The liability for the cash-settled RSUs was approximately $2.3 million as of August 27, 2022, and is included in accrued expenses and other current liabilities on the consolidated balance sheet.

Performance Stock Units ("PSUs")

PSUs are issued and measured at fair market value on the date of grant using the following performance periods and performance metrics. The performance metrics generally include one or more of Earnings Before Interest and Taxes ("EBIT"), Total Shareholder Return ("TSR") or Gross Margin Percentage ("GM") compared with the Company's peer groups as determined by the Compensation Committee of the Company's Board of Directors.

Fiscal Year	Performance Period	Performance Metrics	Target Achievement Range (%)
2020	3 years	TSR	0% - 150%
2021	3 years	TSR and GM	0% - 200%
2022	3 years	TSR and GM	0% - 200%

For the PSUs granted in fiscal 2019, the three-year performance-based tests based on a combination of EBIT margin and TSR were not met in the first quarter of fiscal 2022 and therefore, there was no payment of these awards following vesting.

Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test from the date of grant, during the performance period and, assuming achievement of the performance-based test, vest at the end of the performance period noted above, subject, in general, to the executive remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of common stock upon payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a quarterly basis and adjusts compensation expense related to these awards, as appropriate. As of August 27, 2022, there was $13.8 million of unrecognized compensation expense associated with these awards, which is expected to be recognized over a weighted average period of 2.2 years.

The fair value of the PSUs granted in fiscal 2022 and 2021, for which performance during the three-year period will be based on a relative three-year goal metric relative to a peer group as indicated above, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following table.

	Six Months Ended
Monte Carlo Simulation Assumptions	August 27, 2022		August 28, 2021
Risk Free Interest Rate	2.81	%	0.28	%
Expected Dividend Yield	—	%	—	%
Expected Volatility	54.02	%	52.20	%
Expected Term	3 years		3 years

Changes in the Company’s PSUs for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Performance Stock Units	Weighted Average Grant-Date Fair Value
Unvested performance stock units, beginning of period	1,298	$	19.55
Granted	1,096	11.31
Vested	(463)	15.47
Forfeited or performance condition adjustments	(971)	15.32
Unvested performance stock units, end of period	960	$	16.39

Inducement Awards

In fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. These inducement awards were approved by the Compensation Committee of the Board of Directors of the Company and did not require shareholder approval in accordance with Nasdaq Listing Rule 5635(c)(4). The Company did not grant any such awards during six months ended August 27, 2022.

RSUs granted as inducement awards are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan.

Changes in the RSUs granted as inducement awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	437	$	6.10
Granted	—	—
Vested	(389)	6.13
Forfeited	—	—
Unvested restricted stock units, end of period	48	$	5.84

On November 4, 2019, in connection with the appointment of the Company’s former President and Chief Executive Officer, the Company also granted inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs vested over two years, based on performance goals requiring the former President and CEO to prepare and deliver to the Board of Directors key objectives and goals for the Company and the strategies and initiatives for the achievement of such objectives and goals, and the former President and CEO's provision of updates to the Board of Directors regarding achievement of such goals and objectives. Vesting of the PSUs was also subject, in general, to the former President and CEO remaining in the Company’s service through the vesting date of November 4, 2021. On November 2, 2021, the Compensation Committee of the Board of Directors determined that the performance goals established for the awards had been met, and the awards vested in full.

Other than with respect to the vesting terms described above for the inducement awards to the Company's former President and Chief Executive Officer, inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan.

As of August 27, 2022, unrecognized compensation expense related to the unvested portion of the Company's inducement awards was $0.9 million and is expected to be recognized over a weighted average period of 0.7 years. Each inducement award recipient must hold at least fifty percent (50%) of the after-tax shares of common stock received pursuant to the inducement awards until they have satisfied the terms of the Company’s stock ownership guidelines.

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Earnings per Share

6 Months Ended

Aug. 27, 2022

Earnings Per Share [Abstract]

Earnings per Share

EARNINGS PER SHARE

The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing

net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method.

Stock-based awards for the three and six months ended August 27, 2022 of approximately 2.0 million and 2.2 million shares, respectively, and for the three and six months ended August 28, 2021 of approximately 2.4 million and 2.9 million shares, respectively, were excluded from the computation of diluted earnings per share as the effect would be anti-dilutive.

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Supplemental Cash Flow Information

6 Months Ended

Aug. 27, 2022

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

SUPPLEMENTAL CASH FLOW INFORMATION

The Company paid income taxes of $2.8 million and $3.2 million in the first six months of fiscal 2022 and 2021, respectively. In addition, the Company made interest payments of approximately $33.5 million and $32.9 million in the first six months of fiscal 2022 and 2021, respectively.

In the first six months of fiscal 2022, the Company acquired property, plant and equipment of approximately $17.3 million under finance lease arrangements.

The Company recorded an accrual for capital expenditures of $59.3 million and $40.1 million as of August 27, 2022 and August 28, 2021, respectively.

The Company's accrual for dividends payable was $0.5 million and $1.1 million as of August 27, 2022 and August 28, 2021, respectively.

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Restructuring and Transformation Initiative Expenses

6 Months Ended

Aug. 27, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Transformation Initiative Expenses

RESTRUCTURING AND TRANSFORMATION INITIATIVE EXPENSES

As of August 27, 2022 and February 26, 2022, the remaining accrual for severance and related costs related to these various initiatives was $42.7 million and $15.0 million, respectively.

Fiscal 2022 Restructuring and Transformation Initiative Expenses

The Company recorded $54.2 million and $77.3 million in its consolidated statements of operations for the three and six months ended August 27, 2022, respectively, for costs associated with restructuring and other transformation initiatives, of which a benefit of $1.2 million is included in cost of sales for the six months ended August 27, 2022. There were no restructuring and other transformation expenses included in cost of sales for the three months ended August 27, 2022. In addition, for the three and six months ended August 27, 2022, approximately $54.1 million and $78.3 million, respectively, was recorded in restructuring and transformation initiative expenses in the consolidated statements of operations, which included approximately $35.0 million of severance costs related to workforce reduction and leadership changes for both the three and six months ended August 27, 2022. The Company also recorded approximately $1.6 million and $6.8 million, respectively, of lease related and other costs and approximately $17.5 million and $36.5 million, respectively, of costs for other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance for the three and six months ended August 27, 2022.

As part of the Company's ongoing business transformation, on August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, the Company announced the planned closure of approximately 150 lower-producing Bed Bath & Beyond banner stores as part of its real estate and store fleet optimization. At this initial stage, a reasonable estimate of the amount or range of amounts expected to be incurred in connection with these restructuring activities, both with respect to each major type of cost associated therewith and with respect to the total cost or estimated range of total cost, cannot be made at this time.

Fiscal 2021 Restructuring and Transformation Initiative Expenses

The Company recorded $98.2 million and $179.2 million in its consolidated statements of operations for the three and six months ended August 28, 2021, respectively, for costs associated with restructuring and other transformation initiatives, of which approximately $73.7 million and $121.0 million, respectively, is included in cost of sales and was related to the Company’s initiatives to introduce certain new Owned Brand merchandise. In connection with the launch of certain Owned Brands, the Company recorded this cost of sales adjustment to reduce inventory that will be removed from the product assortment as part of these introductions to its estimated realizable value. In addition to this charge, approximately $24.5 million and $58.2 million, respectively, is included in restructuring and transformation initiative expenses in the consolidated statements of operations and related to the following:

•Store Closures. During the three and six months ended August 28, 2021, the Company closed 5 and 21 Bed Bath & Beyond stores, respectively, as part of its store network optimization program and included the closure of 207 mostly Bed Bath & Beyond through the end of fiscal 2021 (including the 144 stores closed in fiscal 2020). For the three and six months ended August 28, 2021, the Company recorded costs associated with planned store closures for which the store closing process has commenced of approximately $2.6 million and $21.4 million, respectively, consisting of lease-related and other costs.

•Other transformation initiatives. $21.9 million and $36.8 million, respectively, related to other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance.

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Commitments and Contingencies

6 Months Ended

Aug. 27, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors (Mark Tritton (the Company's former President and Chief Executive Officer), Mary Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s former Chief Financial Officer and Treasurer)) in the United States District Court for the District of New Jersey (the "New Jersey federal court"). The case, which is captioned Vitiello v. Bed Bath & Beyond Inc., et al., Case No. 2:20-cv-04240-MCA-MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on behalf of a putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The Complaint alleges that certain of the Company’s disclosures about financial performance and certain other public statements during the putative class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the Amended Complaint on December 21, 2020.

After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the Securities Class Action. The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. The court granted final approval to the settlement and dismissed the Securities Class Action on June 2, 2022. The Company had previously recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available and this amount was paid by the insurance company in the second fiscal quarter of 2022.

On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of the Company against various present and former directors and officers. The case, which is captioned Salu v. Tritton, et al., Case No. 2:20-cv-08673-MCA-MAH (D.N.J.), asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under state law arising from the events underlying the securities class actions described above and from the Company’s repurchases of its own shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.

On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No 516051/2020, was filed in the Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider case are similar to those pled in the three federal derivative cases, except that the Schneider complaint does not plead claims under the Exchange Act. On September 21, 2020, the parties filed a stipulation seeking to stay that action pending disposition of a motion to dismiss in the securities class action, subject to various terms and conditions.

On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of New York, Kings County. The claims are substantially the same as in the other two derivative actions. On October 26, 2021, the court consolidated the Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion to dismiss this case.

The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached in the first quarter of fiscal 2022. The settlement has been executed and was preliminarily approved by the New York State Court in June 2022. The court granted final approval to the settlement on September 21, 2022.

The District Attorney's office for the County of Ventura, together with District Attorneys for other counties in California (together, the "District Attorneys"), recently concluded an investigation regarding the management and disposal at the Company’s stores in California of certain materials that may be deemed hazardous or universal waste under California law. On March 19, 2019, the District Attorneys provided the Company with a settlement demand that included a proposed civil penalty, reimbursement of investigation costs, and certain injunctive relief, including modifications to the Company’s existing compliance program, which already includes associate training, ongoing review of disposal rules applicable to various product categories, and specialized third-party disposal. During fiscal 2020, the Company and the District Attorneys agreed to final terms on a settlement payment of approximately $1.5 million to resolve the matter. The Company has also agreed to spend $171,000 over the next 36 months on refinements to its compliance program.  The Company and District Attorneys executed a Stipulated Judgment to this effect, which was recently filed with the court. As of February 29, 2020, the Company had recorded an accrual for the estimated probable loss for this matter, and the Company made the related settlement payment during the fourth quarter of fiscal 2020.

On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen Emeriti of the Board of Directors of the Company.  As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April 21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of a termination without cause, which generally include continued senior status payments until May 2027 and continued participation for the Co-Founders (and their spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued senior status payments referenced above.

Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and performance-based stock units granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of the Board of Directors effective May 1, 2019, subject, however, to attainment of any applicable performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as provided under their award agreements.

The Company’s former Chief Executive Officer (the "Former CEO") departed the Company effective as of May 12, 2019. In accordance with the terms of the Former CEO's employment and equity award agreements, the Former CEO was entitled to three times his then-current salary, payable over three years in normal payroll installments, except that any amount due prior to the six months after his departure, was paid in a lump sum after such six-month period. Such amounts will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject to the Former CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former CEO entered into an agreement (the "Former CEO PSU Settlement Agreement") with the Company to reduce the PSUs held by him by an excess amount of outstanding PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a result of the use of the fiscal 2017 peer group in lieu of the fiscal 2018 peer group. Further, as a result of this departure, the time-vesting component of the Former CEO's stock-based awards accelerated, including (i) stock options (which were "underwater" and expired without having been exercised by the Former CEO), (ii) PSU awards which had previously met the related performance-based test, had been certified by the Compensation Committee, and remained subject solely to time-vesting, and (iii) PSU awards (assuming target level of performance) which remain subject to attainment of any performance goals and the certification of the applicable performance-based tests by the Compensation Committee, as provided under his award agreements and subject to the terms of the Former CEO PSU Settlement Agreement.

In addition, the Company maintains employment agreements with other executives which provide for severance pay.

In connection with the sale of PMall, the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction, including certain matters for which the Company is entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in fiscal 2016. During fiscal 2021, the Company recorded a liability for one such matter and a corresponding asset based on the Company's assessment of the ability to recover the expected loss under the indemnification provided at the time of its purchase of PMall.

On August 23, 2022, a putative securities class action and shareholder derivative action was filed against the Company, Gustavo Arnal (the Company's former Chief Financial Officer), and certain third parties in the United States District Court for the District of Columbia. The case, which is captioned Si v. Bed Bath & Beyond Corp., et al., Case No. 2:22-cv-02541, asserts claims of breach of fiduciary duty, negligent misrepresentation, and violations of §§ 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of our securities from March 25, 2022 through August 18, 2022. The Complaint alleges

that certain of our disclosures about the Company's revenue and proposed divestments, as well as other disclosures made by certain of our investors about their holdings, during the putative class period were materially false or misleading. The Company is in the early stages of evaluating the complaint, but based on current knowledge the Company believes the claims are without merit.

The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of business when and to the extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available information and advice from outside counsel, where appropriate. As additional information becomes available, the Company reassesses the potential liability related to claims and legal actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and future claims could have a material impact on its earnings.

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Basis of Presentation (Policies)

6 Months Ended

Aug. 27, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of August 27, 2022 and February 26, 2022 (audited) and the results of its operations, shareholders' (deficit) equity, and comprehensive loss for the three and six months ended August 27, 2022 and August 28, 2021 and its cash flows for the six months ended August 27, 2022 and August 28, 2021.

The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and consequently do not include all the disclosures normally required by U.S. generally accepted accounting principles ("GAAP"). Reference should be made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Form 8-Ks.

Revenue Recognition

Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales.

Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. For the six months ended August 27, 2022 and August 28, 2021, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $45.6 million and $47.8 million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 26, 2022 and February 27, 2021, respectively.

During the second quarter of fiscal 2022, the Company launched its cross-banner customer loyalty program, Welcome Rewards™, which allows members to earn points for each qualifying purchase at its retail banners either online or in its stores. Points earned are then converted to rewards upon reaching certain thresholds. These rewards may then be redeemed on future merchandise purchases at its retail banners. The Company defers a portion of the revenue related to the points earned at the time of the original transaction and revenue is recognized for these performance obligations upon redemption or expiration of points or rewards earned by the customer. As of August 27, 2022, the Company recorded $2.9 million of loyalty program liabilities in merchandise credit and gift card liabilities on the consolidated balance sheet.

Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

•Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. 

•Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, short-term and long-term debt and certain other liabilities. The book value of the Company's financial instruments, excluding long-term debt, is representative of their fair values.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents.

Intangible Assets

The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite-lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and six months ended August 27, 2022, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value. There were no tradename impairment charges recognized during the three months ended August 27, 2022. During the six months ended August 27, 2022, the Company recognized a non-cash pre-tax tradename impairment charge of $2.9 million in impairments in its consolidated statements of operations. During the three and six months ended August 28, 2021, the Company recognized non-cash pre-tax tradename impairment charges of $0.6 million and $2.7 million, respectively, in impairments in its consolidated statements of operations. As of August 27, 2022, for the remaining indefinite-lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair value of these indefinite-lived assets did not exceed their carrying values and concluded no such events or circumstances existed which would require an impairment test be performed. In the future, if events or market conditions affect the estimated fair value to the extent that an asset is impaired, the Company will adjust the carrying value of these assets in the period in which the impairment occurs.

Stock-based Compensation

The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards, restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company’s restricted stock awards are considered nonvested share awards.

Earnings per Share

The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method.

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Leases (Tables)

6 Months Ended

Aug. 27, 2022

Leases [Abstract]

Schedule of Lease Cost

The components of total lease cost for the three and six months ended August 27, 2022 and August 28, 2021, were as follows:

(in thousands)	Statement of Operations Location	Three Months Ended				Six Months Ended
		August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Operating lease cost	Cost of sales and SG&A	$	102,155	$	110,352	$	205,129	$	227,722
Finance lease cost:
Depreciation of property	SG&A	273		—		383		—
Interest on lease liabilities	Interest expense, net	1,646		—		2,106		—
Variable lease cost	Cost of sales and SG&A	39,536		36,010		73,757		71,517
Sublease income	SG&A	(13,430)		(10,955)		(26,810)		(24,806)
Total lease cost		$	130,180	$	135,407	$	254,565	$	274,433

Assets and Liabilities Related to Operating Leases

As of August 27, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows:

(in thousands)	Consolidated Balance Sheet Location	August 27, 2022		February 26, 2022
Assets
Operating leases	Operating lease assets	$	1,469,076	$	1,562,857
Finance leases	Property and equipment, net	55,680		38,790
Total lease assets		$	1,524,756	$	1,601,647
Liabilities
Current:
Operating leases	Current operating lease liabilities	$	322,430	$	346,506
Finance leases	Accrued expenses and other current liabilities	7,048		2,494
Noncurrent:
Operating leases	Operating lease liabilities	1,479,456		1,508,002
Finance leases	Other liabilities	46,952		35,447
Total lease liabilities		$	1,855,886	$	1,892,449

Schedule of Lease Liabilities, Operating

As of August 27, 2022, the Company’s lease liabilities mature as follows:

(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
Remainder of 2022	$	188,794	$	4,696
2023	416,053		11,525
2024	365,482		11,525
2025	304,087		11,525
2026	234,999		11,525
2027	186,180		11,525
Thereafter	565,281		49,612
Total lease payments	$	2,260,876	$	111,933
Less imputed interest	(458,990)		(57,933)
Present value of lease liabilities	$	1,801,886	$	54,000

Schedule of Other Lease Information

The Company’s lease terms and discount rates were as follows:

	August 27, 2022		February 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6.8 years		7.0 years
Finance leases	9.5 years		10.0 years
Weighted-average discount rate
Operating leases	7.1	%	6.0	%
Finance leases	8.3	%	8.4	%

Other information with respect to the Company’s leases is as follows:

(in thousands)	Six Months Ended
	August 27, 2022		August 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	209,532	$	228,509
Operating cash flows from finance leases	1,541		—
Financing cash flows from finance leases	809		—
Operating lease assets obtained in exchange for new operating lease liabilities	229,030		278,454
Financing lease assets obtained in exchange for new financing lease liabilities	17,273		—

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Stock-Based Compensation (Tables)

6 Months Ended

Aug. 27, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Expense and Capitalized Cost

Stock-based compensation expense and capitalized stock-based compensation cost for the three and six months ended August 27, 2022 and August 28, 2021 were as follows:

	Three Months Ended				Six Months Ended
(in thousands)	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Stock-based compensation expense:
Equity-classified share-settled awards	$	9,311.1	$	10,077.8	$	16,433.6	$	17,996.3
Liability-classified cash-settled awards	1,842.4		—		1,985.6		—
Total stock-based compensation expense	$	11,153.5	$	10,077.8	$	18,419.2	$	17,996.3
Capitalized stock-based compensation cost:
Equity-classified share-settled awards	$	354.5	$	271.9	$	575.2	$	588.2
Liability-classified cash-settled awards	114.9		—		123.4		—
Total capitalized stock-based compensation cost	$	469.4	$	271.9	$	698.6	$	588.2

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Unit Activity

Changes in the Company’s restricted stock awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock awards, beginning of period	472	$	32.38
Granted	392	4.90
Vested	(160)	39.27
Forfeited	(98)	28.98
Unvested restricted stock awards, end of period	606	$	13.34

Changes in the Company’s RSUs for the six months ended August 27, 2022 were as follows:

	Share-Settled			Cash-Settled
(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	2,600	$	17.07	57	$	23.44
Granted	117	11.79		2,145	9.19
Vested	(1,037)	14.48		(28)	10.54
Forfeited	(515)	17.22		(457)	10.52
Unvested restricted stock units, end of period	1,165	$	18.78	1,717	$	9.29

Schedule of PSU Activity

Fiscal Year	Performance Period	Performance Metrics	Target Achievement Range (%)
2020	3 years	TSR	0% - 150%
2021	3 years	TSR and GM	0% - 200%
2022	3 years	TSR and GM	0% - 200%

Changes in the Company’s PSUs for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Performance Stock Units	Weighted Average Grant-Date Fair Value
Unvested performance stock units, beginning of period	1,298	$	19.55
Granted	1,096	11.31
Vested	(463)	15.47
Forfeited or performance condition adjustments	(971)	15.32
Unvested performance stock units, end of period	960	$	16.39

Schedule of PSU Valuation Assumptions

The fair value of the PSUs granted in fiscal 2022 and 2021, for which performance during the three-year period will be based on a relative three-year goal metric relative to a peer group as indicated above, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following table.

	Six Months Ended
Monte Carlo Simulation Assumptions	August 27, 2022		August 28, 2021
Risk Free Interest Rate	2.81	%	0.28	%
Expected Dividend Yield	—	%	—	%
Expected Volatility	54.02	%	52.20	%
Expected Term	3 years		3 years

Schedule of Share-based Compensation, Restricted Stock Units Activity

Changes in the RSUs granted as inducement awards for the six months ended August 27, 2022 were as follows:

(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	437	$	6.10
Granted	—	—
Vested	(389)	6.13
Forfeited	—	—
Unvested restricted stock units, end of period	48	$	5.84

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Basis of Presentation (Details Textual)	6 Months Ended
	Aug. 27, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1

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Liquidity and Going Concern (Details) - USD ($)	6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Sep. 24, 2022	Aug. 31, 2022	Feb. 26, 2022	Feb. 27, 2021
Debt Instrument [Line Items]
Cash, cash equivalents and restricted cash	$ 166,716,000	$ 1,024,830,000			$ 470,884,000	$ 1,407,224,000
Operating cash outflows	(582,425,000)	46,038,000
Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Available borrowing capacity			$ 690,000,000
Additional financing				$ 500,000,000
Revolving Credit Facility | ABL Facility
Debt Instrument [Line Items]
Available borrowing capacity	$ 315,000,000
Line of credit facility, maximum borrowing capacity per line		$ 1,000,000,000
Revolving Credit Facility | ABL Facility | Subsequent Event
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity per line				1,130,000,000
Additional financing				130,000,000
Revolving Credit Facility | FILO Facility | Subsequent Event
Debt Instrument [Line Items]
Additional financing				$ 375,000,000

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Impact of the COVID-19 Pandemic (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Aug. 28, 2021	Aug. 28, 2021	Dec. 31, 2021
Impact of the COVID-19 Pandemic [Abstract]
Deferred employer payroll taxes			$ 3.1
Effective income tax reconciliation, CARES Act, amount	$ 0.6	$ 16.2
Offset to selling, general and administrative expenses	$ 2.3	$ 4.7

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Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021	Feb. 26, 2022
Revenue Recognition [Line Items]
Net sales for gift card and merchandise credit redemptions			$ 45.6	$ 47.8
Loyalty program liabilities	$ 2.9		2.9
Liability for estimated returns	20.4		20.4		$ 23.6
Right of return asset for merchandise	$ 12.8		$ 12.8		$ 14.6
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | Domestic Merchandise
Revenue Recognition [Line Items]
Percentage of net sales	37.90%	39.80%	36.60%	38.90%
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | Home Furnishings
Revenue Recognition [Line Items]
Percentage of net sales	62.10%	60.20%	63.40%	61.10%

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Fair Value Measurements (Details Textual) - USD ($) $ in Millions	Aug. 27, 2022	Feb. 26, 2022
Fair Value Disclosures [Abstract]
Long-term debt, fair value	$ 254.3	$ 956.0
Long-term debt, carrying value	$ 1,184.0	$ 1,184.0

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Cash and Cash Equivalents (Details) - USD ($)	6 Months Ended
	Aug. 27, 2022	Feb. 26, 2022
Cash and Cash Equivalents [Abstract]
Number of business days	5 days
Credit and debit card receivables from banks	$ 41,900,000	$ 47,900,000
Restricted cash, short-term	0	0
Restricted cash, long-term	$ 31,400,000	$ 31,400,000

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Investment Securities - Narrative (Details) - USD ($)	Aug. 27, 2022	Feb. 26, 2022
Debt Securities, Available-for-sale [Line Items]
Short-term available-for-sale investment securities	$ 0	$ 0
Auction Rate Securities
Debt Securities, Available-for-sale [Line Items]
Long term available-for-sale investment securities	20,300,000	20,300,000
Valuation adjustments	$ 1,000,000	$ 1,100,000

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Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charge	$ 55.5	$ 7.0	$ 79.3	$ 14.0

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Property and Equipment (Details) - USD ($) $ in Millions	Aug. 27, 2022	Feb. 26, 2022
Property, Plant and Equipment [Abstract]
Accumulated depreciation	$ 1,900.0	$ 1,800.0
Accumulated depreciation related to assets held under finance leases	$ 0.6	$ 0.2

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Leases - Narrative (Details) $ in Millions	6 Months Ended
	Aug. 27, 2022 USD ($) lease
Lessee, Lease, Description [Line Items]
Sublease renewal term	5 years
Number of leases not yet commenced | lease	2
Lease not yet commenced, aggregate minimum rental payments | $	$ 58.8
Minimum
Lessee, Lease, Description [Line Items]
Original lease terms, operating	10 years
Sublease term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Original lease terms, operating	15 years
Sublease term	10 years

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Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Leases [Abstract]
Operating lease cost	$ 102,155	$ 110,352	$ 205,129	$ 227,722
Finance lease cost:
Depreciation of property	273	0	383	0
Interest on lease liabilities	1,646	0	2,106	0
Variable lease cost	39,536	36,010	73,757	71,517
Sublease income	(13,430)	(10,955)	(26,810)	(24,806)
Total lease cost	$ 130,180	$ 135,407	$ 254,565	$ 274,433

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Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Aug. 27, 2022	Feb. 26, 2022
Assets
Operating leases	$ 1,469,076	$ 1,562,857
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net	Property and equipment, net
Finance leases	$ 55,680	$ 38,790
Total lease assets	1,524,756	1,601,647
Current:
Operating leases	$ 322,430	$ 346,506
Finance Lease, Liability, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Finance leases	$ 7,048	$ 2,494
Noncurrent:
Operating leases	$ 1,479,456	$ 1,508,002
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other liabilities	Other liabilities
Finance leases	$ 46,952	$ 35,447
Total lease liabilities	$ 1,855,886	$ 1,892,449

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Leases - Schedule of Lease Maturities (Details) $ in Thousands	Aug. 27, 2022 USD ($)
Operating Leases
Remainder of 2022	$ 188,794
2023	416,053
2024	365,482
2025	304,087
2026	234,999
2027	186,180
Thereafter	565,281
Total lease payments	2,260,876
Less imputed interest	(458,990)
Present value of lease liabilities	1,801,886
Finance Leases
Remainder of 2022	4,696
2023	11,525
2024	11,525
2025	11,525
2026	11,525
2027	11,525
Thereafter	49,612
Total lease payments	111,933
Less imputed interest	(57,933)
Present value of lease liabilities	$ 54,000

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Leases - Lease Terms and Discount Rates (Details)	Aug. 27, 2022	Feb. 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6 years 9 months 18 days	7 years
Finance leases	9 years 6 months	10 years
Weighted-average discount rate
Operating leases	7.10%	6.00%
Finance leases	8.30%	8.40%

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Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 209,532	$ 228,509
Operating cash flows from finance leases	1,541	0
Financing cash flows from finance leases	809	0
Operating lease assets obtained in exchange for new operating lease liabilities	229,030	278,454
Financing lease assets obtained in exchange for new financing lease liabilities	$ 17,273	$ 0

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Income Taxes (Details) $ in Millions	3 Months Ended		6 Months Ended
	Aug. 27, 2022 USD ($) state	Aug. 28, 2021 USD ($)	Aug. 27, 2022 USD ($) state	Aug. 28, 2021 USD ($)	Feb. 26, 2022 USD ($)
Tax Credit Carryforward [Line Items]
Effective income tax rate	(0.40%)	27.00%	(0.50%)	34.20%
Effective income tax reconciliation, CARES Act, amount		$ 0.6		$ 16.2
Valuation allowance, deferred tax assets	$ 224.3		$ 224.3		$ 224.3
Number of states in which entity operates | state	50		50
CANADA
Tax Credit Carryforward [Line Items]
Expected unrealizable tax asset	$ 25.2		$ 25.2		$ 25.2
Minimum
Tax Credit Carryforward [Line Items]
Number of years under examination			3 years
Maximum
Tax Credit Carryforward [Line Items]
Number of years under examination			5 years

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Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021	Feb. 26, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Indefinite lived tradenames and trademarks	$ 13.4		$ 13.4		$ 16.3
Impairments of indefinite lived intangible assets	$ 0.0	$ 0.6	$ 2.9	$ 2.7

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Long Term Debt - Senior Unsecured Notes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021	Feb. 26, 2022	Jul. 17, 2014
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt	$ 0	$ (111,000)	$ 0	$ (376,000)
Senior Unsecured Notes | Other Assets
Debt Instrument [Line Items]
Unamortized deferred financing costs	4,400,000		4,400,000		$ 4,600,000
Senior Unsecured Notes | The 2024 Notes
Debt Instrument [Line Items]
Aggregate principal amount						$ 300,000,000
Debt interest rate						3.749%
Aggregate principal amount purchased	$ 0	3,100,000	$ 0	11,000,000
Debt instrument, consideration paid		$ 3,200,000		$ 11,400,000
Senior Unsecured Notes | The 2034 Notes
Debt Instrument [Line Items]
Aggregate principal amount						$ 300,000,000
Debt interest rate						4.915%
Senior Unsecured Notes | The 2044 Notes
Debt Instrument [Line Items]
Aggregate principal amount						$ 900,000,000
Debt interest rate						5.165%

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Long Term Debt - Asset-Based Credit Agreement (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 29, 2022	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021	Aug. 31, 2022	Feb. 26, 2022
Senior Unsecured Notes and Revolver
Debt Instrument [Line Items]
Interest expense		$ 17,600,000	$ 16,500,000	$ 34,000,000	$ 32,900,000
Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Loans outstanding	$ 725,000,000
Additional financing						$ 500,000,000
Additional borrowings	$ 175,000,000
Revolving Credit Facility | Other Assets
Debt Instrument [Line Items]
Deferred financing costs		6,600,000		6,600,000			$ 7,400,000
Revolving Credit Facility | ABL Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity per line			1,000,000,000		1,000,000,000
Expansion feature aggregate amount (up to)			$ 375,000,000		$ 375,000,000
Percentage of eligible credit card receivables upon satisfaction			90.00%		90.00%
Percentage of eligible inventory upon satisfaction			90.00%		90.00%
Loans outstanding		$ 550,000,000		$ 550,000,000
Loans outstanding weighted average interest rate		3.72%		3.72%
Outstanding letters of credit		$ 136,400,000		$ 136,400,000
Revolving Credit Facility | ABL Facility | Subsequent Event
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity per line						1,130,000,000
Additional financing						130,000,000
Revolving Credit Facility | ABL Facility | Alternate Base Rate and Canadian Prime Rate
Debt Instrument [Line Items]
Minimum interest rate margin			1.00%		1.00%
Interest rate margin deemed			1.00%		1.00%
Revolving Credit Facility | ABL Facility | Alternate Base Rate and Canadian Prime Rate | Minimum
Debt Instrument [Line Items]
Interest rate margin			0.25%		0.25%
Revolving Credit Facility | ABL Facility | Alternate Base Rate and Canadian Prime Rate | Maximum
Debt Instrument [Line Items]
Interest rate margin			0.75%		0.75%
Revolving Credit Facility | ABL Facility | LIBOR and CDOR
Debt Instrument [Line Items]
Minimum interest rate margin			0.00%		0.00%
Interest rate margin deemed			0.00%		0.00%
Revolving Credit Facility | ABL Facility | LIBOR and CDOR | Minimum
Debt Instrument [Line Items]
Interest rate margin			1.25%		1.25%
Revolving Credit Facility | ABL Facility | LIBOR and CDOR | Maximum
Debt Instrument [Line Items]
Interest rate margin			1.75%		1.75%
Revolving Credit Facility | FILO Facility | Subsequent Event
Debt Instrument [Line Items]
Additional financing						$ 375,000,000

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Shareholders' (Deficit) Equity (Details) - USD ($) $ / shares in Units, shares in Thousands	1 Months Ended		3 Months Ended				6 Months Ended		213 Months Ended
	Sep. 29, 2022	Jan. 31, 2021	Aug. 27, 2022	Aug. 28, 2021	May 29, 2021	Feb. 27, 2021	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 31, 2022	Feb. 26, 2022	Apr. 30, 2021
Share Repurchases [Line Items]
Share repurchase program authorized amount												$ 12,950,000,000
Total cost of common stock repurchased			$ 219,000	$ 101,316,000			$ 43,247,000	$ 240,011,000	$ 11,729,000,000
Remaining authorized share repurchase amount under program			$ 1,224,000,000				1,224,000,000		$ 1,224,000,000
Shares repurchased									264,700
Repurchase of common stock, including fees							$ 43,247,000	240,011,000
Common stock, par value (in dollars per share)			$ 0.01				$ 0.01		$ 0.01		$ 0.01
Total cash dividends paid (less than $0.1 million for 3 months ended 2022 and 2021)			$ 100,000	100,000			$ 316,000	640,000
Subsequent Event | ATM Program
Share Repurchases [Line Items]
Common stock, par value (in dollars per share)										$ 0.01
Stock offering program authorized amount (in shares)										12,000
Sale of stock (in share)	3,000
Sale of stock, proceeds	$ 30,000,000
Accelerated Share Repurchase Program 4Q2020
Share Repurchases [Line Items]
Shares repurchased						5,000
Repurchase of common stock, including fees		$ 150,000,000
Accelerated Share Repurchase Program 1Q2021
Share Repurchases [Line Items]
Shares repurchased					200
Taxes on Vested Awards
Share Repurchases [Line Items]
Total cost of common stock repurchased			$ 200,000	$ 500,000			$ 2,800,000	$ 8,800,000
Shares repurchased			100	100			200	400
Common Stock
Share Repurchases [Line Items]
Total cost of common stock repurchased				$ 100,800,000			$ 40,400,000	$ 231,200,000
Shares repurchased			0	3,400			2,300	8,300

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Stock-Based Compensation - Stock-based Compensation Expense and Capitalized Cost (Details) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 11,153,500	$ 10,077,800	$ 18,419,200	$ 17,996,300
Total capitalized stock-based compensation cost	469,400	271,900	698,600	588,200
Equity-classified share-settled awards
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	9,311,100	10,077,800	16,433,600	17,996,300
Total capitalized stock-based compensation cost	354,500	271,900	575,200	588,200
Liability-classified cash-settled awards
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,842,400	0	1,985,600	0
Total capitalized stock-based compensation cost	$ 114,900	$ 0	$ 123,400	$ 0

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Stock-Based Compensation - Incentive Compensation Plans Textual (Details) - 6 months ended Aug. 27, 2022 shares in Millions	shares	state	installment
2018 Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance (in shares) | shares	4.6
2012 Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance (in shares) | shares	43.2
2012 and 2018 Incentive Compensation Plans | Restricted Stock Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments | state		5
Service period from date of grant	1 year
2012 and 2018 Incentive Compensation Plans | Restricted Stock Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments | state		7
Service period from date of grant	3 years
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period from date of grant	1 year
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments		1	1
Service period from date of grant	1 year
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments		3	3

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Stock-Based Compensation - Restricted Stock Awards Textual (Details) - Restricted Stock Awards - 2012 and 2018 Incentive Compensation Plans $ in Millions	6 Months Ended
	Aug. 27, 2022 USD ($) state
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested restricted stock awards | $	$ 7.1
Period for recognition, weighted average period (in years)	1 year 8 months 12 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments	5
Service period from date of grant	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments	7
Service period from date of grant	3 years

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Stock-Based Compensation - Changes in the Company's Restricted Stock (Details) shares in Thousands	6 Months Ended
	Aug. 27, 2022 $ / shares shares
Restricted Stock Awards
Number of Restricted Stock Units
Unvested shares, beginning of period (in shares) | shares	472
Granted (in shares) | shares	392
Vested (in shares) | shares	(160)
Forfeited (in shares) | shares	(98)
Unvested shares, end of period (in shares) | shares	606
Weighted Average Grant-Date Fair Value
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares	$ 32.38
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	4.90
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares	39.27
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares	28.98
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares	$ 13.34
Share-Settled
Number of Restricted Stock Units
Unvested shares, beginning of period (in shares) | shares	2,600
Granted (in shares) | shares	117
Vested (in shares) | shares	(1,037)
Forfeited (in shares) | shares	(515)
Unvested shares, end of period (in shares) | shares	1,165
Weighted Average Grant-Date Fair Value
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares	$ 17.07
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	11.79
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares	14.48
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares	17.22
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares	$ 18.78
Cash-Settled
Number of Restricted Stock Units
Unvested shares, beginning of period (in shares) | shares	57
Granted (in shares) | shares	2,145
Vested (in shares) | shares	(28)
Forfeited (in shares) | shares	(457)
Unvested shares, end of period (in shares) | shares	1,717
Weighted Average Grant-Date Fair Value
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares	$ 23.44
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	9.19
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares	10.54
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares	10.52
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares	$ 9.29

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Stock-Based Compensation - Restricted Stock Units Textual (Details) - 6 months ended Aug. 27, 2022 $ in Millions	state	USD ($)	installment
Cash-Settled
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU liability		$ 2.3
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period commencement (in years)	1 year
2012 and 2018 Incentive Compensation Plans | Share-Settled
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested restricted stock		16.5
Period for recognition, weighted average period (in years)	1 year 7 months 6 days
2012 and 2018 Incentive Compensation Plans | Cash-Settled
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested restricted stock		$ 17.4
Period for recognition, weighted average period (in years)	2 years 3 months 18 days
2012 and 2018 Incentive Compensation Plans | Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments	1		1
Vesting period commencement (in years)	1 year
2012 and 2018 Incentive Compensation Plans | Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, number of equal annual installments	3		3

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Stock-Based Compensation - Performance Stock Units (Details) - Performance Stock Units $ in Millions	6 Months Ended
	Aug. 27, 2022 USD ($)
2020 Fiscal Year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
2020 Fiscal Year | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	0.00%
2020 Fiscal Year | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	150.00%
2021 Fiscal Year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
2021 Fiscal Year | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	0.00%
2021 Fiscal Year | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	200.00%
2022 Fiscal Year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
2022 Fiscal Year | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	0.00%
2022 Fiscal Year | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	200.00%
2012 and 2018 Incentive Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 13.8
Period for recognition, weighted average period (in years)	2 years 2 months 12 days

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Stock-Based Compensation - Monte Carlo Simulation Assumptions (Details) - Performance Stock Units	6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk Free Interest Rate	2.81%	0.28%
Expected Dividend Yield	0.00%	0.00%
Expected Volatility	54.02%	52.20%
Expected Term	3 years	3 years

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Stock-Based Compensation - Changes in the Company's Performance Stock Units (Details) - Performance Stock Units shares in Thousands	6 Months Ended
	Aug. 27, 2022 $ / shares shares
Number of Performance Stock Units
Unvested shares, beginning of period (in shares) | shares	1,298
Granted (in shares) | shares	1,096
Vested (in shares) | shares	(463)
Forfeited or performance condition adjustments, (in shares) | shares	(971)
Unvested shares, end of period (in shares) | shares	960
Weighted Average Grant-Date Fair Value
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares	$ 19.55
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	11.31
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares	15.47
Forfeited or performance condition adjustments, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares	15.32
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares	$ 16.39

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Stock-Based Compensation - Inducement Awards Textual (Details) - USD ($) $ in Millions		6 Months Ended
	Nov. 04, 2019	Aug. 27, 2022
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		1,096,000
Inducement Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Inducement award threshold percentage of stock ownership		50.00%
Inducement Awards | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0
Vesting period commencement (in years)		1 year
Unrecognized compensation expense		$ 0.9
Period for recognition, weighted average period (in years)		8 months 12 days
Inducement Awards | Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	273,735
Vesting period commencement (in years)		2 years

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Stock-Based Compensation - Changes in RSUs Granted as Inducement Awards (Details) - Restricted Stock Units (RSUs) - Inducement Awards shares in Thousands	6 Months Ended
	Aug. 27, 2022 $ / shares shares
Number of Restricted Stock Units
Unvested shares, beginning of period (in shares) | shares	437
Granted (in shares) | shares	0
Vested (in shares) | shares	(389)
Forfeited (in shares) | shares	0
Unvested shares, end of period (in shares) | shares	48
Weighted Average Grant-Date Fair Value
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares	$ 6.10
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	0
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares	6.13
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares	0
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares	$ 5.84

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Earnings per Share (Details Textual) - shares shares in Millions	3 Months Ended		6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021	Aug. 27, 2022	Aug. 28, 2021
Earnings Per Share [Abstract]
Anti-dilutive stock-based awards excluded from computation of diluted earnings per share (in shares)	2.0	2.4	2.2	2.9

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	6 Months Ended
	Aug. 27, 2022	Aug. 28, 2021
Asset Acquisition [Line Items]
Income taxes paid	$ 2.8	$ 3.2
Interest payments	33.5	32.9
Accrual for capital expenditures	59.3	40.1
Accrual for dividends payable	0.5	$ 1.1
Furniture and Fixtures, Held Under Finance Lease
Asset Acquisition [Line Items]
Property and equipment, gross	$ 17.3

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Restructuring and Transformation Initiative Expenses (Details) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 31, 2022 store	Aug. 27, 2022 USD ($)	Aug. 28, 2021 USD ($) store	Aug. 27, 2022 USD ($)	Aug. 28, 2021 USD ($) store	Feb. 26, 2022 USD ($) store
Fiscal 2022 Restructuring Charges | Subsequent Event
Restructuring Cost and Reserve [Line Items]
Number of stores closed | store	150
Fiscal 2022 Restructuring Charges | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs		$ 54.2		$ 77.3
Fiscal 2022 Restructuring Charges | Other Restructuring | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs		17.5		36.5
Fiscal 2022 Restructuring Charges | Other Restructuring | Cost of Sales
Restructuring Cost and Reserve [Line Items]
Transformation costs		0.0		(1.2)
Fiscal 2022 Restructuring Charges | Store Closures and Other Transformation Initiatives | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs		54.1		78.3
Fiscal 2022 Restructuring Charges | Severance Costs | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs		35.0
Fiscal 2022 Restructuring Charges | Lease and Other Costs | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs		1.6		6.8
Fiscal 2021 Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Number of stores closed | store						207
Restructuring accrual		$ 42.7		$ 42.7		$ 15.0
Fiscal 2021 Restructuring Charges | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs			$ 98.2		$ 179.2
Fiscal 2021 Restructuring Charges | Other Restructuring | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs			21.9		36.8
Fiscal 2021 Restructuring Charges | Other Restructuring | Cost of Sales
Restructuring Cost and Reserve [Line Items]
Transformation costs			73.7		121.0
Fiscal 2021 Restructuring Charges | Store Closures and Other Transformation Initiatives | Restructuring Charges And Transformation Initiative Charges
Restructuring Cost and Reserve [Line Items]
Transformation costs			24.5		58.2
Fiscal 2021 Restructuring Charges | Network Optimization Program
Restructuring Cost and Reserve [Line Items]
Lease-related costs			$ 2.6		$ 21.4
Fiscal 2021 Restructuring Charges related to Store Fleet Optimization
Restructuring Cost and Reserve [Line Items]
Number of stores closed | store			5		21
Fiscal 2020 Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Number of stores closed | store						144

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Commitments and Contingencies (Details)		12 Months Ended
	May 12, 2019	Feb. 27, 2021 USD ($)	Oct. 14, 2020 case	Aug. 14, 2020 case	Apr. 21, 2019 USD ($)
Related Party Transaction [Line Items]
Settlement payment | $		$ 1,500,000
Amount to refine compliance program | $		$ 171,000
Compliance program term		36 months
Aggregate payroll installment payments	3
Payroll installment payment period	3 years
Co-Founders
Related Party Transaction [Line Items]
Supplemental pension payments specified per year | $					$ 200,000
Vitiello V. Bed Bath & Beyond Inc., Et Al. And Kirkland V. Bed Bath & Beyond Inc., Et Al.
Related Party Transaction [Line Items]
Number of derivative cases | case				2
Salu V. Tritton, Et Al., Grooms V. Tritton, Et Al., And Mantia V. Fleming, Et Al.
Related Party Transaction [Line Items]
Number of derivative cases | case			3
Grooms V. Tritton, Et Al., And Mantia V. Fleming, Et Al.
Related Party Transaction [Line Items]
Number of derivative cases | case			2