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 May 28, 2011

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

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

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

Class		Outstanding at May 28, 2011
Common Stock - $0.01 par value		249,262,520

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	May 28,			February 26,
	2011			2011

Assets
Current assets:
Cash and cash equivalents	$	1,228,973		$	1,183,587
Short term investment securities	603,901			605,608
Merchandise inventories	2,083,008			1,968,907
Other current assets	363,665			315,736

Total current assets	4,279,547			4,073,838

Long term investment securities	118,343			121,446
Property and equipment, net	1,108,621			1,116,297
Other assets	311,022			334,612

Total assets	$	5,817,533		$	5,646,193

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	844,247		$	709,550
Accrued expenses and other current liabilities	301,477			306,847
Merchandise credit and gift card liabilities	192,250			193,061
Current income taxes payable	111,418			112,982

Total current liabilities	1,449,392			1,322,440

Deferred rent and other liabilities	304,465			292,364
Income taxes payable	127,899			99,730

Total liabilities	1,881,756			1,714,534

Shareholders’ 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 327,588 and 325,222 shares, respectively; outstanding 249,263 and 251,666 shares, respectively	3,276			3,253
Additional paid-in capital	1,259,137			1,191,123
Retained earnings	5,726,865			5,546,287
Treasury stock, at cost; 78,325 and 73,556 shares, respectively	(3,058,972		)	(2,814,104		)
Accumulated other comprehensive income	5,471			5,100

Total shareholders’ equity	3,935,777			3,931,659

Total liabilities and shareholders’ equity	$	5,817,533		$	5,646,193

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	May 28,		May 29,
	2011		2010

Net sales	$	2,109,951	$	1,923,051

Cost of sales	1,252,379		1,148,015

Gross profit	857,572		775,036

Selling, general and administrative expenses	568,624		549,642

Operating profit	288,948		225,394

Interest income	552		516

Earnings before provision for income taxes	289,500		225,910

Provision for income taxes	108,922		88,357

Net earnings	$	180,578	$	137,553

Net earnings per share - Basic	$	0.74	$	0.53
Net earnings per share - Diluted	$	0.72	$	0.52

Weighted average shares outstanding - Basic	245,546		259,400
Weighted average shares outstanding - Diluted	249,799		263,638

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)

	Three Months Ended
	May 28,			May 29,
	2011			2010

Cash Flows from Operating Activities:

Net earnings	$	180,578		$	137,553
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	44,221			45,013
Stock-based compensation	13,717			11,836
Tax benefit from stock-based compensation	(3,897		)	(2,679		)
Deferred income taxes	(14,042		)	(1,303		)
Other	(454		)	(304		)
(Increase) decrease in assets:
Merchandise inventories	(114,101		)	(86,437		)
Trading investment securities	(1,670		)	(1,139		)
Other current assets	(10,726		)	(19,122		)
Other assets	399			128
Increase (decrease) in liabilities:
Accounts payable	139,926			77,767
Accrued expenses and other current liabilities	(5,558		)	(10,681		)
Merchandise credit and gift card liabilities	(811		)	2,600
Income taxes payable	26,605			7,957
Deferred rent and other liabilities	4,147			11,094

Net cash provided by operating activities	258,334			172,283

Cash Flows from Investing Activities:

Purchase of held-to-maturity investment securities	(365,491		)	(377,860		)
Redemption of held-to-maturity investment securities	365,625			217,520
Redemption of available-for-sale investment securities	7,050			30,850
Capital expenditures	(33,142		)	(39,032		)

Net cash used in investing activities	(25,958		)	(168,522		)

Cash Flows from Financing Activities:

Proceeds from exercise of stock options	57,629			68,364
Excess tax benefit from stock-based compensation	249			962
Repurchase of common stock, including fees	(244,868		)	(85,202		)

Net cash used in financing activities	(186,990		)	(15,876		)

Net increase (decrease) in cash and cash equivalents	45,386			(12,115		)

Cash and cash equivalents:

Beginning of period	1,183,587			1,096,100
End of period	$	1,228,973		$	1,083,985

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 May 28, 2011 and February 26, 2011 and the results of its operations and its cash flows for the three months ended May 28, 2011 and May 29, 2010, respectively.

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 Bed Bath & Beyond Inc.’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Forms 8-K.

The Company exhibits less seasonality than many other retail businesses, although sales levels are generally higher in the calendar months of August, November and December, and generally lower in February.

2) Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance related to fair value measurements and disclosures that result in common fair value measurements and disclosures between GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurements and disclosures, while other amendments change a principle or requirement for fair value measurements or disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

3) 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. 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.

As of May 28, 2011, the Company’s financial assets utilizing Level 1 inputs include long term investment securities traded on active securities exchanges. The Company did not have any financial assets utilizing Level 2 inputs. Financial assets utilizing Level 3 inputs included short term and long term investments in auction rate securities consisting of preferred shares of closed end municipal bond funds (See “Investment Securities,” Note 5).

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To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the Company’s degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. 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.

Valuation techniques used by the Company must be consistent with at least one of the three possible approaches: the market approach, income approach and/or cost approach. The Company’s Level 1 valuations are based on the market approach and consist primarily of quoted prices for identical items on active securities exchanges. The Company’s Level 3 valuations of auction rate securities are based on the income approach, specifically, discounted cash flow analyses which utilize significant inputs based on the Company’s estimates and assumptions. Inputs include current coupon rates and expected maturity dates.

The following table presents the valuation of the Company’s financial assets as of May 28, 2011 measured at fair value on a recurring basis by input level:

(in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Unobservable Inputs (Level 3)		Total
Short term - available-for-sale securities:
Auction rate securities	$	—	$	4.0	$	4.0
Long term - available-for-sale securities:
Auction rate securities	—		99.1		99.1
Long term - trading securities:
Nonqualified deferred compensation plan assets	19.2		—		19.2
Total	$	19.2	$	103.1	$	122.3

The following table presents the changes in the Company’s financial assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

(in millions)	Auction Rate Securities
Balance on February 26, 2011, net of temporary valuation adjustment	$	109.7
Change in temporary valuation adjustment included in accumulated other comprehensive income	0.5
Redemptions at par	(7.1		)
Balance on May 28, 2011, net of temporary valuation adjustment	$	103.1

Subsequent to the end of the first quarter of fiscal 2011 through June 22, 2011, the Company additionally redeemed approximately $4.0 million of short term available-for-sale securities at par.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable and certain other liabilities. The Company’s investment securities consist primarily of U.S. Treasury securities, which are stated at amortized cost, and auction rate securities, which are stated at their approximate fair value. The book value of all financial instruments is representative of their fair values.

4) Cash and Cash Equivalents

Included in cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $71.8 million and $61.9 million as of May 28, 2011 and February 26, 2011, respectively.

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5) Investment Securities

The Company’s investment securities as of May 28, 2011 and February 26, 2011 are as follows:

(in millions)	May 28, 2011		February 26, 2011
Available-for-sale securities:
Short term	$	4.0	$	5.8
Long term	99.1		103.9

Trading securities:
Long term	19.2		17.6

Held-to-maturity securities:
Short term	599.9		599.8
Total investment securities	$	722.2	$	727.1

Auction Rate Securities

As of May 28, 2011 and February 26, 2011, the Company’s available-for-sale investment securities represented approximately $105.8 million and approximately $112.9 million par value of auction rate securities, respectively, less temporary valuation adjustments of approximately $2.7 million and $3.2 million, respectively. Since these valuation adjustments are deemed to be temporary, they are recorded in accumulated other comprehensive income, net of a related tax benefit, and did not affect the Company’s net earnings. These securities at par are invested in preferred shares of closed end municipal bond funds, which are required, pursuant to the Investment Company Act of 1940, to maintain minimum asset coverage ratios of 200%. All of these available-for-sale investments carried triple-A credit ratings from one or more of the major credit rating agencies as of May 28, 2011 and February 26, 2011, and none of them are mortgage-backed debt obligations. As of May 28, 2011 and February 26, 2011, the Company’s available-for-sale investments have been in a continuous unrealized loss position for 12 months or more, however, the Company believes that the unrealized losses are temporary and reflect the investments’ current lack of liquidity. Due to their lack of liquidity, the Company classified approximately $99.1 million and $103.9 million of these investments as long term investment securities at May 28, 2011 and February 26, 2011, respectively. During the first quarter of fiscal 2011, approximately $7.1 million of these securities were redeemed at par. Subsequent to the end of the first quarter of fiscal 2011 through June 22, 2011, the Company additionally redeemed approximately $4.0 million of short term available-for-sale securities at par.

U.S. Treasury Securities

As of May 28, 2011 and February 26, 2011, the Company’s short term held-to-maturity securities included approximately $599.9 million and approximately $599.8 million, respectively, of U.S. Treasury Bills with remaining maturities of less than one year. These securities are stated at their amortized cost which approximates fair value.

Long Term Trading Investment Securities

The Company’s long term trading investment securities, which are provided as investment options to the participants of the nonqualified deferred compensation plan, are stated at fair market value. The values of these trading investment securities included in the table above are approximately $19.2 million and $17.6 million as of May 28, 2011 and February 26, 2011, respectively.

6) Property and Equipment

As of May 28, 2011 and February 26, 2011, included in property and equipment, net is accumulated depreciation and amortization of approximately $1.5 billion and $1.4 billion, respectively.

7) Stock-Based Compensation

The Company measures all employee stock-based compensation awards using a fair value method and records such expense in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards and stock options. The Company’s restricted stock awards are considered nonvested share awards.

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Stock-based compensation expense for the three months ended May 28, 2011 and May 29, 2010 was approximately $13.7 million ($8.6 million after tax or $0.03 per diluted share) and approximately $11.8 million ($7.2 million after tax or $0.03 per diluted share), respectively. In addition, the amount of stock-based compensation cost capitalized for the three months ended May 28, 2011 and May 29, 2010 was approximately $0.3 million.

Incentive Compensation Plans

The Company currently grants awards under the Bed Bath & Beyond 2004 Incentive Compensation Plan (the “2004 Plan”). The 2004 Plan is a flexible compensation plan that enables the Company to offer incentive compensation through stock options, restricted stock awards, stock appreciation rights and performance awards, including cash awards. Under the 2004 Plan, grants are determined by the Compensation Committee for those awards granted to executive officers and by an appropriate committee for all other awards granted. Awards of stock options and restricted stock generally vest in five equal annual installments beginning one to three years from the date of grant.

Prior to fiscal 2004, the Company had adopted various stock option plans (the “Prior Plans”), all of which solely provided for the granting of stock options. Upon adoption of the 2004 Plan, the common stock available under the Prior Plans became available for issuance under the 2004 Plan. No further option grants may be made under the Prior Plans, although outstanding awards under the Prior Plans will continue to be in effect.

Under the 2004 Plan and the Prior Plans, an aggregate of 83.4 million shares of common stock were authorized for issuance. The Company generally issues new shares for stock option exercises and restricted stock awards. As of May 28, 2011, unrecognized compensation expense related to the unvested portion of the Company’s stock options and restricted stock awards was $28.5 million and $134.8 million, respectively, which is expected to be recognized over a weighted average period of 3.7 years and 4.4 years, respectively.

Stock Options

Stock option grants are issued at fair market value on the date of grant and generally become exercisable in either three or five equal annual installments beginning one year from the date of grant for options issued since May 10, 2010, and beginning one to three years from the date of grant for options issued prior to May 10, 2010. Option grants expire eight years after the date of grant for stock options issued since May 10, 2004, and expire ten years after the date of grant for stock options issued prior to May 10, 2004. All option grants are nonqualified.

The fair value of the stock options granted was estimated on the date of the grant using a Black-Scholes option-pricing model that uses the assumptions noted in the following table.

	Three Months Ended
Black-Scholes Valuation Assumptions (1)	May 28, 2011		May 29, 2010

Weighted Average Expected Life (in years) (2)	6.2		6.1
Weighted Average Expected Volatility (3)	30.59	%	33.70	%
Weighted Average Risk Free Interest Rates (4)	2.34	%	2.56	%
Expected Dividend Yield	—		—

(1) Forfeitures are estimated based on historical experience.

(2) The expected life of stock options is estimated based on historical experience.

(3) Expected volatility is based on the average of historical and implied volatility. The historical volatility is determined by observing actual prices of the Company’s stock over a period commensurate with the expected life of the awards. The implied volatility represents the implied volatility of the Company’s call options, which are actively traded on multiple exchanges, had remaining maturities in excess of twelve months, had market prices close to the exercise prices of the employee stock options and were measured on the stock option grant date.

(4) Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options.

Changes in the Company’s stock options for the three months ended May 28, 2011 were as follows:

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(Shares in thousands)	Number of Stock Options		Weighted Average Exercise Price
Options outstanding, beginning of period	10,135		$	37.08
Granted	519		56.19
Exercised	(1,645	)	35.02
Forfeited or expired	(2	)	37.82
Options outstanding, end of period	9,007		$	38.56
Options exercisable, end of period	7,003		$	37.81

The weighted average fair value for the stock options granted during the first three months of fiscal 2011 and 2010 was $19.65 and $17.05, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding as of May 28, 2011 was 3.3 years and $135.9 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable as of May 28, 2011 was 2.4 years and $109.6 million, respectively. The total intrinsic value for stock options exercised during the first three months of fiscal 2011 and 2010 was $33.2 million and $24.8 million, respectively.

Net cash proceeds from the exercise of stock options for the first three months of fiscal 2011 were $57.6 million and the net associated income tax benefit was $5.6 million.

Restricted Stock

Restricted stock awards are issued and measured at fair market value on the date of grant and generally become exercisable in five equal annual installments beginning one to three years from the date of grant. Vesting of restricted stock awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test for the fiscal year of grant, and assuming achievement of the performance-based test, time vesting, subject, in general, to the executive remaining in the Company’s employ on specified vesting dates. The Company recognizes compensation expense related to these awards based on the assumption that the performance-based test will be achieved. Vesting of restricted stock awarded to the Company’s other employees is based solely on time vesting.

Changes in the Company’s restricted stock for the three months ended May 28, 2011 were as follows:

(Shares in thousands)	Number of Restricted Shares		Weighted Average Grant-Date Fair Value
Unvested restricted stock, beginning of period	4,575		$	35.58
Granted	739		56.06
Vested	(719	)	36.26
Forfeited	(18	)	35.18
Unvested restricted stock, end of period	4,577		$	38.78

8) Shareholders’ Equity

Between December 2004 and December 2010, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase of $4.950 billion of its shares of common stock. The Company has 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. The Company also purchases shares of its common stock to cover employee related taxes withheld on vested restricted stock awards. In the first three months of fiscal 2011, the Company repurchased approximately 4.8 million shares of its common stock for a total cost of approximately $244.9 million, bringing the aggregate total of common stock repurchased to approximately 78.3 million shares for a total cost of approximately $3.1 billion since the initial authorization in December 2004.

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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”) is a chain of retail stores, operating under the names Bed Bath & Beyond (“BBB”), Christmas Tree Shops (“CTS”), Harmon and Harmon Face Values (“Harmon”) and buybuy BABY. In addition, the Company is a partner in a joint venture which operates two stores in the Mexico City market under the name “Home & More.” The Company sells a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes categories such as bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings, consumables and certain juvenile products. The Company’s objective is to be a customer’s first choice for products and services in the categories offered, in the markets in which the Company operates.

The Company’s strategy is to achieve this objective through excellent customer service, an extensive breadth and depth of assortment, everyday low prices, and introduction of new merchandising offerings, supported by the continuous development and improvement of its infrastructure.

The Company continues to face a number of economic challenges, including higher commodity prices, relatively high unemployment, a sluggish housing market and fragile consumer confidence. The Company cannot predict whether, when or the manner in which these economic conditions will change.

The following represents an overview of the Company’s financial performance for the periods indicated:

· For the three months ended May 28, 2011, the Company’s net sales were $2.110 billion, an increase of approximately 9.7% as compared with the three months ended May 29, 2010.

· Comparable store sales for the fiscal first quarter of 2011 increased by approximately 7.0% as compared with an increase of approximately 8.4% for the corresponding period last year.

A store is considered a comparable store when it has been open for twelve full months following its grand opening period (typically four to six weeks). Stores relocated or expanded are excluded from comparable store sales if the change in square footage would cause meaningful disparity in sales over the prior period. In the case of a store to be closed, such store’s sales are not considered comparable once the store closing process has commenced.

· Gross profit for the three months ended May 28, 2011 was $857.6 million, or 40.6% of net sales, compared with $775.0 million, or 40.3% of net sales, for the three months ended May 29, 2010.

· Selling, general and administrative expenses (“SG&A”) for the three months ended May 28, 2011 were $568.6 million, or 26.9% of net sales, compared with $549.6 million, or 28.6% of net sales, for the three months ended May 29, 2010.

· The effective tax rate for the three months ended May 28, 2011 was 37.6% compared with 39.1% for the three months ended May 29, 2010.

· For the three months ended May 28, 2011, the Company’s net earnings per diluted share were $0.72 ($180.6 million), an increase of approximately 38%, as compared with net earnings per diluted share of $0.52 ($137.6 million) for the three months ended May 29, 2010. The increase in net earnings per diluted share for the three months ended May 28, 2011 primarily reflects the favorable changes in gross profit and SG&A expenses.

Capital expenditures for the three months ended May 28, 2011 and May 29, 2010 were $33.1 million and $39.0 million, respectively. The Company remains committed to making the required investments in its infrastructure to help position the Company for continued success. The Company continues to review and prioritize its capital needs while continuing to make investments, principally for new stores, existing store improvements, information technology enhancements including increased spending on its interactive platforms, and other projects whose impact is considered important to its future.

During the three months ended May 28, 2011 and May 29, 2010, the Company repurchased 4.8 million and 1.9 million shares, respectively, of its common stock at a total cost of approximately $244.9 million and $85.2 million, respectively.

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The Company plans to continue to expand its operations and invest in its infrastructure to reach its long term objectives. For all of fiscal 2011, the Company expects that the total number of new store openings will be approximately 40 to 45 stores across all of its concepts. During the fiscal first quarter of 2011, the Company opened three BBB stores and two buybuy BABY stores, and closed one BBB store and one Harmon store.

Results of Operations

Net Sales

Net sales for the three months ended May 28, 2011 were $2.110 billion, an increase of $186.9 million or approximately 9.7% over net sales of $1.923 billion for the corresponding quarter last year. For the three months ended May 28, 2011, approximately 70.8% of the increase in net sales was attributable to the increase in comparable store sales and the balance of the increase was primarily attributable to an increase in the Company’s new store sales.

For the three months ended May 28, 2011, comparable store sales for 1,081 stores represented $2.027 billion of net sales and for the three months ended May 29, 2010, comparable store sales for 1,015 stores represented $1.810 billion of net sales. The number of stores includes only those which constituted a comparable store for the entire respective fiscal period. The increase in comparable store sales for the three months ended May 28, 2011 was approximately 7.0%, as compared with an increase of approximately 8.4% for the comparable period last year. Net sales and comparable store sales for the three months ended May 28, 2011 reflected continued consumer acceptance of the Company’s merchandise offerings.

Sales of domestics merchandise and home furnishings for the Company accounted for approximately 41% and 59% of net sales, respectively, for the three months ended May 28, 2011 and May 29, 2010.

Gross Profit

Gross profit for the three months ended May 28, 2011 was $857.6 million, or 40.6% of net sales, compared with $775.0 million, or 40.3% of net sales, for the three months ended May 29, 2010. The increase in gross profit as a percentage of net sales for the three months ended May 28, 2011 was primarily due to a reduction in markdowns as a percentage of net sales, partially offset by an increase in inventory acquisition costs and a shift in the mix of merchandise sold to lower margin categories.

Selling, General and Administrative Expenses

SG&A for the three months ended May 28, 2011 was $568.6 million, or 26.9% of net sales, compared with $549.6 million, or 28.6% of net sales, for the three months ended May 29, 2010. The decrease in SG&A as a percentage of net sales for the three months ended May 28, 2011 was primarily due to relative decreases in payroll and occupancy expenses, as well as a relative decrease in advertising expenses primarily as a result of a reduction in the mailing of advertising pieces. Payroll and occupancy (including rent and depreciation) expenses benefited from the approximate 7.0% increase in comparable store sales.

Operating Profit

Operating profit for the three months ended May 28, 2011 was $288.9 million, or 13.7% of net sales, compared with $225.4 million, or 11.7% of net sales, during the comparable period last year. The increase in operating profit as a percentage of net sales was primarily a result of the changes in the gross profit margin and SG&A as a percentage of net sales as described above.

Income Taxes

The effective tax rate for the three months ended May 28, 2011 was 37.6% compared with 39.1% for the three months ended May 29, 2010. The tax rate for the three months ended May 28, 2011 included an approximate net benefit of $3.8 million, primarily due to favorable resolutions in the quarter of certain discrete tax items from ongoing income tax examinations, partially offset by the recognition of certain discrete state tax items. The tax rate for the three months ended May 29, 2010 included an approximate $0.7 million expense due to the recognition of certain discrete tax items.

The Company expects continued volatility in the effective tax rate from quarter to quarter because the Company is required each quarter to determine whether new information changes the assessment of both the probability that a tax position will effectively be sustained and the appropriateness of the amount of a recognized benefit.

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Net Earnings

As a result of the factors described above, net earnings for the three months ended May 28, 2011 were $180.6 million, compared with $137.6 million for the corresponding period in fiscal 2010.

Expansion Program

The Company is engaged in an ongoing expansion program involving the opening of new stores in both new and existing markets, the expansion or relocation of existing stores and the continuous review of strategic acquisitions.

As a result of this program, the Company operated 984 BBB stores, 66 CTS stores, 45 Harmon stores and 47 buybuy BABY stores at the end of the fiscal first quarter of 2011, compared with 967 BBB stores, 61 CTS stores, 45 Harmon stores and 31 buybuy BABY stores at the end of the corresponding quarter last year. At May 28, 2011, Company-wide total store square footage was approximately 35.2 million square feet. In addition, the Company is a partner in a joint venture which operates two stores in the Mexico City market under the name “Home & More.”

The Company plans to continue to expand its operations and invest in its infrastructure to reach its long-term objectives. During the fiscal first quarter of 2011, the Company opened three BBB stores and two buybuy BABY stores, and closed one BBB store and one Harmon store. For all of fiscal 2011, the Company expects that the total number of new store openings will be approximately 40 to 45 stores across all of its concepts. The continued growth of the Company is dependent, in large part, upon the Company’s ability to execute its expansion program successfully.

Liquidity and Capital Resources

The Company has been able to finance its operations, including its expansion program, entirely through internally generated funds. For fiscal 2011, the Company believes that it will continue to finance its operations, including its expansion program, share repurchase program and planned capital expenditures, entirely through existing and internally generated funds.

Fiscal 2011 compared to Fiscal 2010

Net cash provided by operating activities for the three months ended May 28, 2011 was $258.3 million, compared with $172.3 million in the corresponding period in fiscal 2010. Year over year, the Company experienced an increase in cash provided by the net components of working capital (primarily accounts payable and income taxes payable, partially offset by merchandise inventories) and an increase in net earnings.

Inventory per square foot was $59.22 as of May 28, 2011 compared to $54.49 as of May 29, 2010. Inventory per square foot was approximately 8.7% higher than the prior period primarily to support increases in comparable store sales and timing of merchandise receipts.

Net cash used in investing activities for the three months ended May 28, 2011 was $26.0 million, compared with $168.5 million in the corresponding period of fiscal 2010. For the three months ended May 28, 2011, net cash used in investing activities was due to $33.1 million of capital expenditures, partially offset by $7.2 million of redemptions of investment securities, net of purchases. For the three months ended May 29, 2010, net cash used in investing activities was due to $129.5 million of purchases of investment securities, net of redemptions, and $39.0 million of capital expenditures.

Capital expenditures for fiscal 2011, principally for new stores, existing store improvements, and information technology enhancements including increased spending on interactive platforms and other projects, are planned to be approximately $250 million, which remains subject to the timing of projects.

Net cash used in financing activities for the three months ended May 28, 2011 was $187.0 million, compared with $15.9 million in the corresponding period of fiscal 2010. The increase in net cash used was primarily due to an increase of $159.7 million in common stock repurchases and a decrease of $10.7 million in cash proceeds from the exercise of stock options.

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Auction Rate Securities

As of May 28, 2011, the Company held approximately $103.1 million of net investments in auction rate securities. Beginning in mid-February 2008, the auction process for the Company’s auction rate securities failed and continues to fail. These failed auctions result in a lack of liquidity in the securities but do not affect the underlying collateral of the securities. All of these investments carry triple-A credit ratings from one or more of the major credit rating agencies and the Company believes that given their high credit quality, it will ultimately recover at par all amounts invested in these securities. As of May 28, 2011, these securities had a temporary valuation adjustment of approximately $2.7 million to reflect their current lack of liquidity. Since this valuation adjustment is deemed to be temporary, it was recorded in accumulated other comprehensive income, net of a related tax benefit, and did not affect the Company’s net earnings for the fiscal first quarter of 2011. As of May 28, 2011, the Company classified approximately $4.0 million of these securities as short term investment securities due to expected redemptions at par during the second quarter of fiscal 2011.

During the three months ended May 28, 2011, approximately $7.1 million of auction rate securities were redeemed at par. Subsequent to the end of the first quarter of fiscal 2011 through June 22, 2011, the Company additionally redeemed approximately $4.0 million of short term available-for-sale securities at par.

The Company does not anticipate that any potential lack of liquidity in its auction rate securities, even for an extended period of time, will affect its ability to finance its operations, including its expansion program, share repurchase program, and planned capital expenditures. The Company continues to monitor efforts by the financial markets to find alternative means for restoring the liquidity of these investments. These investments will remain primarily classified as non-current assets until the Company has better visibility as to when their liquidity will be restored. The classification and valuation of these securities will continue to be reviewed quarterly.

Seasonality

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance related to fair value measurements and disclosures that result in common fair value measurements and disclosures between U.S. generally accepted accounting principles and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurements and disclosures, while other amendments change a principle or requirement for fair value measurements or disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

Critical Accounting Policies

See “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 (“2010 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) and incorporated by reference herein. There were no changes to the Company’s critical accounting policies during the first three months of fiscal 2011.

Forward-Looking Statements

This Form 10-Q may contain forward-looking statements. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, and similar words and phrases. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment, consumer preferences and spending habits; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; unusual weather patterns; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the cost of labor, merchandise and other costs and expenses; the ability to find suitable locations at acceptable occupancy costs to support the Company’s expansion program; the impact of failed auctions for auction rate securities held by the Company; disruptions to the Company’s information technology systems including but not limited to security breaches of the Company’s systems protecting consumer and employee information; changes to statutory, regulatory and legal requirements; changes to, or new, tax laws or interpretation of existing tax laws; and changes to, or new, accounting standards including, without limitation, changes to lease accounting standards. The Company does not undertake any obligation to update its forward-looking statements.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is party to various legal proceedings arising in the ordinary course of business, which the Company does not believe to be material to the Company’s business or financial condition.

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, carefully consider the factors discussed under “Risk Factors” in the Company’s 2010 Form 10-K as filed with the Securities and Exchange Commission. These risks could materially adversely affect the Company’s business, financial condition and results of operations. These risks are not the only risks the Company faces. The Company’s operations could also be affected by additional factors that are not presently known to the Company or by factors that the Company currently considers immaterial to its business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its common stock during the first quarter of fiscal 2011 were as follows:

					Approximate Dollar
				Total Number of	Value of Shares
				Shares Purchased as	that May Yet Be
				Part of Publicly	Purchased Under
	Total Number of	Average Price		Announced Plans	the Plans or
Period	Shares Purchased (1)	Paid per Share (2)		or Programs (1)	Programs (1) (2)
February 27, 2011 - March 26, 2011	1,629,400	$	46.78	1,629,400	$	2,060,728,639
March 27, 2011 - April 23, 2011	1,287,400	$	50.78	1,287,400	$	1,995,348,350
April 24, 2011 - May 28, 2011	1,852,200	$	55.71	1,852,200	$	1,892,153,758
Total	4,769,000	$	51.33	4,769,000	$	1,892,153,758

(1) Between December 2004 and December 2010, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase of $4.950 billion of its shares of common stock. The Company has 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 indicated in this table also include the withholding of a portion of restricted shares to cover taxes on vested restricted shares.

(2) Excludes brokerage commissions paid by the Company.

Item 6. Exhibits

The exhibits to this Report are listed in the Exhibit Index included elsewhere herein.

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EXHIBIT INDEX

Exhibit No.		Exhibit

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

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

*PART I - FINANCIAL INFORMATION*

	Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets May 28, 2011 and February 26, 2011

	Consolidated Statements of Earnings Three Months Ended May 28, 2011 and May 29, 2010

	Consolidated Statements of Cash Flows Three Months Ended May 28, 2011 and May 29, 2010

	Notes to Consolidated Financial Statements

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk

	Item 4.	Controls and Procedures

*PART II - OTHER INFORMATION*

	Item 1.	Legal Proceedings

	Item 1A.	Risk Factors

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	Item 6.	Exhibits

	Signatures

	Exhibit Index

	Certifications

	BED BATH & BEYOND INC.
	(Registrant)


Date: July 6, 2011	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)