New York
|
|
11-2250488
|
(State or other jurisdiction of
|
|
(IRS Employer
|
incorporation or organization)
|
|
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, $.01 par value
|
|
The Nasdaq Stock Market LLC
|
|
|
(Nasdaq Global Select Market)
|
Large accelerated filer
X
|
|
Accelerated filer __
|
Non-accelerated filer __
|
|
Smaller reporting company ___
|
Emerging growth company ___
|
|
|
*
|
For purposes of this calculation, all outstanding shares of common stock have been considered held by non-affiliates other than the 7,593,322 shares beneficially owned by directors and executive officers, including trusts and foundations affiliated with them. In making such calculation, the Registrant does not determine the affiliate or non-affiliate status of any shares for any other purpose.
|
Form 10-K
|
|
|
Item No.
|
|
Name of Item
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
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|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
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|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
||
|
•
|
Mid-and-long-term revenue growth
from portfolio strategy alignment across product assortment, customer experience and customer engagement, including greater focus on growing destinational categories (such as bed, bath, kitchen, windows and tabletop) and proprietary and private-label brands; enhance in-store customer experiences; an enhanced online experience; as well as efforts to assure that the Company’s customers are getting the right value for the products they want and need most.
|
•
|
Near-term and ongoing gross margin improvements
through changes in assortment mix to drive sales to better margin categories; modifications in pricing algorithms; further optimization of coupon strategy; and supply chain improvements.
|
•
|
Near-term and ongoing SG&A improvements
from improvements in store labor model; marketing efficiencies; and reductions in occupancy expense relating to ongoing store lease negotiations.
|
•
|
Current and sustainable world-class operational support
through investments in human capital, data and analytics and process improvements; repositioning and articulating the Bed Bath & Beyond brand in the marketplace across all customer interactions including assortment, store and digital experience and marketing; and enhancements in global sourcing capabilities.
|
STORE LOCATIONS
|
|
|
|
|
||
|
|
|
|
|
||
Alabama
|
24
|
|
|
New York
|
99
|
|
Alaska
|
1
|
|
|
North Carolina
|
46
|
|
Arizona
|
40
|
|
|
North Dakota
|
3
|
|
Arkansas
|
8
|
|
|
Ohio
|
47
|
|
California
|
182
|
|
|
Oklahoma
|
10
|
|
Colorado
|
34
|
|
|
Oregon
|
16
|
|
Connecticut
|
26
|
|
|
Pennsylvania
|
42
|
|
Delaware
|
6
|
|
|
Rhode Island
|
5
|
|
Florida
|
96
|
|
|
South Carolina
|
24
|
|
Georgia
|
39
|
|
|
South Dakota
|
3
|
|
Hawaii
|
2
|
|
|
Tennessee
|
26
|
|
Idaho
|
9
|
|
|
Texas
|
120
|
|
Illinois
|
49
|
|
|
Utah
|
15
|
|
Indiana
|
22
|
|
|
Vermont
|
3
|
|
Iowa
|
11
|
|
|
Virginia
|
48
|
|
Kansas
|
12
|
|
|
Washington
|
36
|
|
Kentucky
|
11
|
|
|
West Virginia
|
3
|
|
Louisiana
|
21
|
|
|
Wisconsin
|
16
|
|
Maine
|
8
|
|
|
Wyoming
|
2
|
|
Maryland
|
23
|
|
|
District of Columbia
|
3
|
|
Massachusetts
|
43
|
|
|
Puerto Rico
|
3
|
|
Michigan
|
43
|
|
|
Alberta, Canada
|
13
|
|
Minnesota
|
15
|
|
|
British Columbia, Canada
|
12
|
|
Mississippi
|
7
|
|
|
Manitoba, Canada
|
1
|
|
Missouri
|
22
|
|
|
New Brunswick, Canada
|
2
|
|
Montana
|
9
|
|
|
Newfoundland and Labrador, Canada
|
1
|
|
Nebraska
|
8
|
|
|
Nova Scotia, Canada
|
2
|
|
Nevada
|
15
|
|
|
Ontario, Canada
|
26
|
|
New Hampshire
|
15
|
|
|
Prince Edward Island, Canada
|
1
|
|
New Jersey
|
93
|
|
|
Saskatchewan, Canada
|
2
|
|
New Mexico
|
9
|
|
|
Total
|
1,533
|
|
Period
|
Total Number of
Shares Purchased (1)
|
Average Price
Paid per Share (2)
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1)
|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs (1) (2)
|
||||||
December 2, 2018 - December 29, 2018
|
209,600
|
|
$
|
12.09
|
|
209,600
|
|
$
|
1,411,246,888
|
|
December 30, 2018 - January 26, 2019
|
908,600
|
|
$
|
14.31
|
|
908,600
|
|
$
|
1,398,244,105
|
|
January 27, 2019 - March 2, 2019
|
4,046,800
|
|
$
|
15.33
|
|
4,046,800
|
|
$
|
1,336,216,128
|
|
Total
|
5,165,000
|
|
$
|
15.02
|
|
5,165,000
|
|
$
|
1,336,216,128
|
|
Consolidated Selected Financial Data
|
Fiscal Year Ended (1)
|
||||||||||||||
(in thousands, except per share
and selected operating data)
|
March 2,
2019
|
March 3,
2018 (2) |
February 25,
2017 (3) |
February 27,
2016 |
February 28,
2015 |
||||||||||
|
|
|
|
|
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
12,028,797
|
|
$
|
12,349,301
|
|
$
|
12,215,757
|
|
$
|
12,103,887
|
|
$
|
11,881,176
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
4,103,980
|
|
4,443,015
|
|
4,576,350
|
|
4,620,310
|
|
4,619,779
|
|
|||||
|
|
|
|
|
|
||||||||||
Operating (loss) profit (8)
|
(87,135
|
)
|
761,321
|
|
1,135,210
|
|
1,414,903
|
|
1,554,293
|
|
|||||
|
|
|
|
|
|
||||||||||
Net (loss) earnings
|
(137,224
|
)
|
424,858
|
|
685,108
|
|
841,489
|
|
957,474
|
|
|||||
|
|
|
|
|
|
||||||||||
Net (loss) earnings per share - Diluted
|
$
|
(1.02
|
)
|
$
|
3.04
|
|
$
|
4.58
|
|
$
|
5.10
|
|
$
|
5.07
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share (6)
|
$
|
0.64
|
|
$
|
0.60
|
|
$
|
0.50
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||||
Selected Operating Data:
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Number of stores open (at period end)
|
1,533
|
|
1,552
|
|
1,546
|
|
1,530
|
|
1,513
|
|
|||||
|
|
|
|
|
|
||||||||||
Total square feet
|
|
|
|
|
|
||||||||||
of store space (at period end)
|
43,132,000
|
|
43,681,000
|
|
43,619,000
|
|
43,274,000
|
|
43,041,000
|
|
|||||
|
|
|
|
|
|
||||||||||
Percentage (decrease) increase in comparable sales (4)
|
(1.1
|
%)
|
(1.3
|
%)
|
(0.6
|
)%
|
1.0
|
%
|
2.4
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Comparable sales (in 000's) (4)
|
$
|
11,604,110
|
|
$
|
11,813,092
|
|
$
|
11,701,042
|
|
$
|
11,722,973
|
|
$
|
11,517,454
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
1,832,340
|
|
$
|
1,805,393
|
|
$
|
1,559,400
|
|
$
|
1,757,282
|
|
$
|
1,933,647
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
6,570,541
|
|
7,040,806
|
|
6,822,655
|
|
6,487,677
|
|
6,749,665
|
|
|||||
|
|
|
|
|
|
||||||||||
Long-term sale/leaseback and capital lease
|
|
|
|
|
|
||||||||||
obligations
|
103,983
|
|
105,614
|
|
107,136
|
|
109,274
|
|
106,948
|
|
|||||
|
|
|
|
|
|
||||||||||
Long-term debt (5)
|
1,487,934
|
|
1,492,078
|
|
1,491,603
|
|
1,491,137
|
|
1,490,672
|
|
|||||
|
|
|
|
|
|
||||||||||
Shareholders' equity (6) (7)
|
$
|
2,560,331
|
|
$
|
2,888,628
|
|
$
|
2,719,277
|
|
$
|
2,559,540
|
|
$
|
2,743,190
|
|
•
|
Net sales in fiscal
2018
(fifty-two weeks) decreased approximately
2.6%
to
$12.029 billion
; net sales in fiscal
2017
(fifty-three weeks) increased approximately
1.1%
to
$12.349 billion
over net sales of
$12.216 billion
in fiscal
2016
(fifty-two weeks).
|
•
|
Comparable sales in fiscal
2018
(fifty-two weeks) decreased by approximately
1.1%
, as compared to a decrease of approximately
1.3%
for fiscal
2017
(fifty-three weeks) and a decrease of approximately
0.6%
for fiscal
2016
(fifty-two weeks). Comparable sales percentages are calculated based on an equivalent number of weeks in each annual period. For fiscal 2018 and fiscal 2017, comparable sales consummated through customer facing digital channels continued the trend of year over year strong growth, while comparable sales consummated in-store declined in the mid-single-digit percentage range from the corresponding period in the prior year.
|
•
|
Gross profit for fiscal
2018
was
$4.104 billion
or
34.1%
of net sales, compared with
$4.443 billion
or
36.0%
of net sales for fiscal
2017
and
$4.576 billion
or
37.5%
of net sales for fiscal
2016
.
|
•
|
SG&A for fiscal
2018
were
$3.681 billion
or
30.6%
of net sales, compared with
$3.682 billion
or
29.8%
of net sales for fiscal
2017
and
$3.441 billion
or
28.2%
of net sales for fiscal
2016
.
|
•
|
Goodwill and other impairments for fiscal
2018
were
$509.9 million
or 4.2% of net sales. There were no goodwill and other impairments in fiscal
2017
or fiscal
2016
.
|
•
|
Interest expense, net was
$69.5 million
,
$65.7 million
, and
$69.6 million
in fiscal
2018
,
2017
and
2016
, respectively.
|
•
|
The effective tax rate was
12.4%
,
38.9%
, and
35.7%
for fiscal years
2018
,
2017
and
2016
, respectively.
|
•
|
For the fiscal year ended
March 2, 2019
(fifty-two weeks), net loss per diluted share was
$(1.02)
(
$(137.2) million
) and included the unfavorable impact of approximately $3.07 per diluted share from goodwill and other impairments. For the fiscal year ended March 3, 2018 (fifty-three weeks), net earnings per diluted share was
$3.04
(
$424.9 million
) and for the fiscal year ended February 25, 2017 (fifty-two weeks), net earnings per diluted share was
$4.58
(
$685.1 million
).
|
|
Fiscal Year Ended
|
|||||||||||||
|
Percentage
of Net Sales
|
|
Percentage Change
from Prior Year
|
|||||||||||
|
March 2,
2019 |
|
March 3,
2018 |
|
February 25,
2017 |
|
March 2,
2019 |
|
March 3,
2018 |
|||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(2.6
|
)%
|
|
1.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
65.9
|
|
|
64.0
|
|
|
62.5
|
|
|
0.2
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
34.1
|
|
|
36.0
|
|
|
37.5
|
|
|
(7.6
|
)
|
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
30.6
|
|
|
29.8
|
|
|
28.2
|
|
|
—
|
|
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill and other impairments
|
4.2
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating (loss) profit
|
(0.7
|
)
|
|
6.2
|
|
|
9.3
|
|
|
(111.4
|
)
|
|
(32.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
|
5.8
|
|
|
(5.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) earnings before provision for income taxes
|
(1.3
|
)
|
|
5.6
|
|
|
8.7
|
|
|
(122.5
|
)
|
|
(34.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
(Benefit) provision for income taxes
|
(0.2
|
)
|
|
2.2
|
|
|
3.1
|
|
|
(107.2
|
)
|
|
(28.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (loss) earnings
|
(1.1
|
)
|
|
3.4
|
|
|
5.6
|
|
|
(132.3
|
)
|
|
(38.0
|
)
|
(in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5
years
|
||||||||||
Senior unsecured notes
(1)
|
|
$
|
1,495,377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,495,377
|
|
Interest on senior unsecured notes
(1)
|
|
1,474,822
|
|
|
72,304
|
|
|
144,608
|
|
|
144,608
|
|
|
1,113,302
|
|
|||||
Operating lease obligations
(2)
|
|
2,771,196
|
|
|
609,613
|
|
|
968,963
|
|
|
576,450
|
|
|
616,170
|
|
|||||
Purchase obligations
(3)
|
|
942,296
|
|
|
942,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term sale/leaseback and capital lease obligations
(4)
|
|
311,763
|
|
|
10,401
|
|
|
20,848
|
|
|
20,931
|
|
|
259,583
|
|
|||||
Other long-term liabilities
(5)
|
|
439,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Contractual Obligations
|
|
$
|
7,434,637
|
|
|
$
|
1,634,614
|
|
|
$
|
1,134,419
|
|
|
$
|
741,989
|
|
|
$
|
3,484,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 2,
2019 |
|
March 3,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
508,971
|
|
|
$
|
346,140
|
|
Short term investment securities
|
485,799
|
|
|
378,039
|
|
||
Merchandise inventories
|
2,618,922
|
|
|
2,730,874
|
|
||
Prepaid expenses and other current assets
|
296,280
|
|
|
516,025
|
|
||
|
|
|
|
||||
Total current assets
|
3,909,972
|
|
|
3,971,078
|
|
||
|
|
|
|
||||
Long term investment securities
|
20,010
|
|
|
19,517
|
|
||
Property and equipment, net
|
1,853,091
|
|
|
1,909,289
|
|
||
Goodwill
|
391,052
|
|
|
716,283
|
|
||
Other assets
|
396,416
|
|
|
424,639
|
|
||
|
|
|
|
||||
Total assets
|
$
|
6,570,541
|
|
|
$
|
7,040,806
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,094,078
|
|
|
$
|
1,197,504
|
|
Accrued expenses and other current liabilities
|
623,734
|
|
|
633,100
|
|
||
Merchandise credit and gift card liabilities
|
339,322
|
|
|
335,081
|
|
||
Current income taxes payable
|
20,498
|
|
|
—
|
|
||
|
|
|
|
||||
Total current liabilities
|
2,077,632
|
|
|
2,165,685
|
|
||
|
|
|
|
||||
Deferred rent and other liabilities
|
395,409
|
|
|
431,592
|
|
||
Income taxes payable
|
49,235
|
|
|
62,823
|
|
||
Long term debt
|
1,487,934
|
|
|
1,492,078
|
|
||
|
|
|
|
||||
Total liabilities
|
4,010,210
|
|
|
4,152,178
|
|
||
|
|
|
|
||||
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 342,582 and 341,795, respectively; outstanding 132,233 and 140,498 shares, respectively
|
3,426
|
|
|
3,418
|
|
||
Additional paid-in capital
|
2,118,673
|
|
|
2,057,975
|
|
||
Retained earnings
|
11,112,887
|
|
|
11,343,503
|
|
||
Treasury stock, at cost
|
(10,616,045
|
)
|
|
(10,467,972
|
)
|
||
Accumulated other comprehensive loss
|
(58,610
|
)
|
|
(48,296
|
)
|
||
|
|
|
|
||||
Total shareholders' equity
|
2,560,331
|
|
|
2,888,628
|
|
||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
6,570,541
|
|
|
$
|
7,040,806
|
|
|
Twelve Months Ended
|
||||||||||
|
March 2, 2019
|
|
March 3, 2018
|
|
February 25, 2017
|
||||||
Net sales
|
$
|
12,028,797
|
|
|
$
|
12,349,301
|
|
|
$
|
12,215,757
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
7,924,817
|
|
|
7,906,286
|
|
|
7,639,407
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
4,103,980
|
|
|
4,443,015
|
|
|
4,576,350
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
3,681,210
|
|
|
3,681,694
|
|
|
3,441,140
|
|
|||
|
|
|
|
|
|
||||||
Goodwill and other impairments
|
509,905
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating (loss) profit
|
(87,135
|
)
|
|
761,321
|
|
|
1,135,210
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net
|
69,474
|
|
|
65,661
|
|
|
69,555
|
|
|||
|
|
|
|
|
|
||||||
(Loss) earnings before provision for income taxes
|
(156,609
|
)
|
|
695,660
|
|
|
1,065,655
|
|
|||
|
|
|
|
|
|
||||||
(Benefit) provision for income taxes
|
(19,385
|
)
|
|
270,802
|
|
|
380,547
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(137,224
|
)
|
|
$
|
424,858
|
|
|
$
|
685,108
|
|
|
|
|
|
|
|
||||||
Net (loss) earnings per share - Basic
|
$
|
(1.02
|
)
|
|
$
|
3.05
|
|
|
$
|
4.61
|
|
Net (loss) earnings per share - Diluted
|
$
|
(1.02
|
)
|
|
$
|
3.04
|
|
|
$
|
4.58
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - Basic
|
134,292
|
|
|
139,238
|
|
|
148,590
|
|
|||
Weighted average shares outstanding - Diluted
|
134,292
|
|
|
139,739
|
|
|
149,708
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.64
|
|
|
$
|
0.60
|
|
|
$
|
0.50
|
|
|
Twelve Months Ended
|
||||||||||
|
March 2, 2019
|
|
March 3, 2018
|
|
February 25, 2017
|
||||||
Net (loss) earnings
|
$
|
(137,224
|
)
|
|
$
|
424,858
|
|
|
$
|
685,108
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Change in temporary impairment of auction rate securities, net of taxes
|
366
|
|
|
95
|
|
|
(351
|
)
|
|||
Pension adjustment, net of taxes
|
(482
|
)
|
|
2,021
|
|
|
1,710
|
|
|||
Currency translation adjustment
|
(10,198
|
)
|
|
(2,548
|
)
|
|
6,389
|
|
|||
Reclassification due to the adoption of ASU 2018-02
|
—
|
|
|
(614
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
(10,314
|
)
|
|
(1,046
|
)
|
|
7,748
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income
|
$
|
(147,538
|
)
|
|
$
|
423,812
|
|
|
$
|
692,856
|
|
|
Common Stock
|
Additional Paid-
in Capital
|
Retained
Earnings
|
Treasury Stock
|
Accumulated Other
Comprehensive
Loss
|
Total
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance at February 27, 2016
|
337,613
|
|
$
|
3,377
|
|
$
|
1,884,813
|
|
$
|
10,394,865
|
|
(180,923
|
)
|
$
|
(9,668,517
|
)
|
$
|
(54,998
|
)
|
$
|
2,559,540
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
|
|
|
685,108
|
|
|
|
|
685,108
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
7,748
|
|
7,748
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Dividend declared
|
|
|
|
(76,083
|
)
|
|
|
|
(76,083
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares sold under employee stock option plans, net of taxes
|
634
|
|
6
|
|
15,700
|
|
|
|
|
|
15,706
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of restricted shares, net
|
1,102
|
|
11
|
|
(11
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Payment and vesting of performance stock units
|
180
|
|
1
|
|
(1
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation expense, net
|
|
|
74,114
|
|
|
|
|
|
74,114
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Director fees paid in stock
|
4
|
|
|
166
|
|
|
|
|
|
166
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Repurchase of common stock, including fees
|
|
|
|
|
(12,336
|
)
|
(547,022
|
)
|
|
(547,022
|
)
|
|||||||||||
Balance at February 25, 2017
|
339,533
|
|
3,395
|
|
1,974,781
|
|
11,003,890
|
|
(193,259
|
)
|
(10,215,539
|
)
|
(47,250
|
)
|
2,719,277
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
|
|
|
424,858
|
|
|
|
|
424,858
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Other comprehensive income, net of tax
|
|
|
|
614
|
|
|
|
(1,046
|
)
|
(432
|
)
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Dividend declared
|
|
|
|
(85,859
|
)
|
|
|
|
(85,859
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares sold under employee stock option plans, net of taxes
|
359
|
|
4
|
|
10,157
|
|
|
|
|
|
10,161
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of restricted shares, net
|
1,575
|
|
16
|
|
(16
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Payment and vesting of performance stock units
|
321
|
|
3
|
|
(3
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation expense, net
|
|
|
72,904
|
|
|
|
|
|
72,904
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Director fees paid in stock
|
7
|
|
|
152
|
|
|
|
|
|
152
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Repurchase of common stock, including fees
|
|
|
|
|
(8,038
|
)
|
(252,433
|
)
|
|
(252,433
|
)
|
|||||||||||
Balance at March 3, 2018
|
341,795
|
|
3,418
|
|
2,057,975
|
|
11,343,503
|
|
(201,297
|
)
|
(10,467,972
|
)
|
(48,296
|
)
|
2,888,628
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
|
|
|
(137,224
|
)
|
|
|
|
(137,224
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
(10,314
|
)
|
(10,314
|
)
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of Adoption of ASU 2014-09
|
|
|
|
(4,221
|
)
|
|
|
|
(4,221
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Dividend declared
|
|
|
|
(89,171
|
)
|
|
|
|
(89,171
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of restricted shares, net
|
320
|
|
3
|
|
(3
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Payment and vesting of performance stock units
|
464
|
|
5
|
|
(5
|
)
|
|
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation expense, net
|
|
|
60,657
|
|
|
|
|
|
60,657
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Director fees paid in stock
|
3
|
|
—
|
|
49
|
|
|
|
|
|
49
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Repurchase of common stock, including fees
|
|
|
|
|
(9,052
|
)
|
(148,073
|
)
|
|
(148,073
|
)
|
|||||||||||
Balance at March 2, 2019
|
342,582
|
|
$
|
3,426
|
|
$
|
2,118,673
|
|
$
|
11,112,887
|
|
(210,349
|
)
|
$
|
(10,616,045
|
)
|
$
|
(58,610
|
)
|
$
|
2,560,331
|
|
|
Twelve Months Ended
|
||||||||||
|
March 2, 2019
|
|
March 3, 2018
|
|
February 25, 2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) earnings
|
$
|
(137,224
|
)
|
|
$
|
424,858
|
|
|
$
|
685,108
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
338,825
|
|
|
313,107
|
|
|
290,914
|
|
|||
Gain on sale of building
|
(29,690
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on debt extinguishment
|
(412
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill and other impairments
|
509,905
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
58,514
|
|
|
70,510
|
|
|
71,911
|
|
|||
Deferred income taxes
|
(104,089
|
)
|
|
175,351
|
|
|
24,878
|
|
|||
Other
|
(814
|
)
|
|
(69
|
)
|
|
(1,032
|
)
|
|||
Decrease (increase) in assets, net of effect of acquisitions:
|
|
|
|
|
|
||||||
Merchandise inventories
|
106,928
|
|
|
176,672
|
|
|
(38,493
|
)
|
|||
Trading investment securities
|
86,277
|
|
|
(16,036
|
)
|
|
(18,780
|
)
|
|||
Other current assets
|
269,186
|
|
|
(258,853
|
)
|
|
(18,464
|
)
|
|||
Other assets
|
218
|
|
|
(4,754
|
)
|
|
(14,480
|
)
|
|||
(Decrease) increase in liabilities, net of effect of acquisitions:
|
|
|
|
|
|
||||||
Accounts payable
|
(90,657
|
)
|
|
13,210
|
|
|
49,458
|
|
|||
Accrued expenses and other current liabilities
|
(77,147
|
)
|
|
80,375
|
|
|
(8,586
|
)
|
|||
Merchandise credit and gift card liabilities
|
16,016
|
|
|
25,510
|
|
|
11,390
|
|
|||
Income taxes payable
|
8,360
|
|
|
(64,941
|
)
|
|
(8,307
|
)
|
|||
Deferred rent and other liabilities
|
(35,918
|
)
|
|
(75,251
|
)
|
|
17,754
|
|
|||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
918,278
|
|
|
859,689
|
|
|
1,043,271
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Purchase of held-to-maturity investment securities
|
(734,424
|
)
|
|
(292,500
|
)
|
|
—
|
|
|||
Redemption of held-to-maturity investment securities
|
538,925
|
|
|
—
|
|
|
86,240
|
|
|||
Capital expenditures
|
(325,366
|
)
|
|
(375,793
|
)
|
|
(373,574
|
)
|
|||
Proceeds from sale of a building
|
11,183
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated joint venture
|
—
|
|
|
—
|
|
|
(3,318
|
)
|
|||
Payment for acquisitions, net of cash acquired
|
—
|
|
|
(6,119
|
)
|
|
(201,277
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash used in investing activities
|
(509,682
|
)
|
|
(674,412
|
)
|
|
(491,929
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Payment of dividends
|
(86,287
|
)
|
|
(80,877
|
)
|
|
(55,612
|
)
|
|||
Repurchase of common stock, including fees
|
(148,073
|
)
|
|
(252,433
|
)
|
|
(547,022
|
)
|
|||
Payment of senior notes
|
(4,224
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
10,313
|
|
|
20,424
|
|
|||
Payment of other liabilities
|
—
|
|
|
(434
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Net cash used in financing activities
|
(238,584
|
)
|
|
(323,431
|
)
|
|
(582,210
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(7,181
|
)
|
|
(4,035
|
)
|
|
3,624
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
162,831
|
|
|
(142,189
|
)
|
|
(27,244
|
)
|
|||
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Beginning of period
|
367,140
|
|
|
509,329
|
|
|
536,573
|
|
|||
End of period
|
$
|
529,971
|
|
|
$
|
367,140
|
|
|
$
|
509,329
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
|
A.
|
Nature of Operations
|
B.
|
Fiscal Year
|
C.
|
Principles of Consolidation
|
D.
|
Use of Estimates
|
E.
|
Recent Accounting Pronouncements
|
•
|
A change in the timing of recognizing advertising expense related to direct response advertising. These costs that were previously expensed over the period during which the sales were expected to occur will now be expensed on the first day of the direct response advertising event.
|
•
|
A change in the presentation of the sales return reserve on the consolidated balance sheet, as estimated costs of returns will be recorded as a current asset rather than netted with the sales return reserve.
|
•
|
Changes in the presentation of certain other revenue streams on the consolidated statement of earnings between net sales, cost of sales, and selling, general and administrative expenses.
|
|
Twelve months ended March 2, 2019
|
||||||||||
(In thousands)
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Impact of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
12,028,797
|
|
|
$
|
12,038,964
|
|
|
$
|
(10,167
|
)
|
Cost of sales
|
7,924,817
|
|
|
7,960,335
|
|
|
(35,518
|
)
|
|||
Gross profit
|
4,103,980
|
|
|
4,078,629
|
|
|
25,351
|
|
|||
Selling, general and administrative expenses
|
3,681,210
|
|
|
3,657,157
|
|
|
24,053
|
|
|||
Goodwill and other impairments
|
509,905
|
|
|
509,905
|
|
|
—
|
|
|||
Operating (loss) profit
|
(87,135
|
)
|
|
(88,433
|
)
|
|
1,298
|
|
|||
Interest expense, net
|
69,474
|
|
|
69,474
|
|
|
—
|
|
|||
(Loss) earnings before provision for income taxes
|
(156,609
|
)
|
|
(157,907
|
)
|
|
1,298
|
|
|||
(Benefit) provision for income taxes
|
(19,385
|
)
|
|
(19,696
|
)
|
|
311
|
|
|||
Net (loss) earnings
|
$
|
(137,224
|
)
|
|
$
|
(138,211
|
)
|
|
$
|
987
|
|
Net (loss) earnings per share - Diluted
|
$
|
(1.02
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
0.01
|
|
|
March 2, 2019
|
||||||||||
(In thousands)
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Impact of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Merchandise inventories
|
$
|
2,618,922
|
|
|
$
|
2,620,679
|
|
|
$
|
(1,757
|
)
|
Prepaid expenses and other current assets
|
296,280
|
|
|
253,431
|
|
|
42,849
|
|
|||
|
|
|
|
|
|
||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
$
|
623,734
|
|
|
$
|
566,902
|
|
|
$
|
56,832
|
|
Merchandise credit and gift card liabilities
|
339,322
|
|
|
350,567
|
|
|
(11,245
|
)
|
|||
Retained earnings
|
11,112,887
|
|
|
11,116,121
|
|
|
(3,234
|
)
|
F.
|
Cash and Cash Equivalents
|
G.
|
Investment Securities
|
H.
|
Inventory Valuation
|
I.
|
Property and Equipment
|
J.
|
Impairment of Long-Lived Assets
|
K.
|
Goodwill and Other Indefinite Lived Intangible Assets
|
L.
|
Self Insurance
|
M.
|
Deferred Rent
|
N.
|
Shareholders’ Equity
|
O.
|
Fair Value of Financial Instruments
|
P.
|
Revenue Recognition
|
Q.
|
Cost of Sales
|
R.
|
Vendor Allowances
|
S.
|
Store Opening, Expansion, Relocation and Closing Costs
|
T.
|
Advertising Costs
|
U.
|
Stock-Based Compensation
|
V.
|
Income Taxes
|
W.
|
Earnings per Share
|
(in millions)
|
As of November 23, 2016
|
||
|
|
|
|
Current assets
|
$
|
15.5
|
|
Property and equipment and other non-current assets
|
9.3
|
|
|
Goodwill
|
194.2
|
|
|
Intangible assets
|
10.4
|
|
|
Total assets acquired
|
229.4
|
|
|
|
|
||
Accounts payable and other liabilities
|
(39.1
|
)
|
|
|
|
||
Total net assets acquired
|
$
|
190.3
|
|
5.
|
INVESTMENT SECURITIES
|
(in millions)
|
|
March 2, 2019
|
|
March 3, 2018
|
||||
Available-for-sale securities:
|
|
|
|
|
||||
Long term
|
|
$
|
19.9
|
|
|
$
|
19.4
|
|
|
|
|
|
|
||||
Trading securities:
|
|
|
|
|
||||
Short term
|
|
—
|
|
|
86.3
|
|
||
|
|
|
|
|
||||
Held-to-maturity securities:
|
|
|
|
|
||||
Short term
|
|
485.8
|
|
|
291.7
|
|
||
Total investment securities
|
|
$
|
505.7
|
|
|
$
|
397.4
|
|
(in thousands)
|
March 2, 2019
|
|
March 3, 2018
|
||||
Land and buildings
|
$
|
587,684
|
|
|
$
|
588,115
|
|
Furniture, fixtures and equipment
|
1,469,835
|
|
|
1,409,157
|
|
||
Leasehold improvements
|
1,623,015
|
|
|
1,543,452
|
|
||
Computer equipment and software
|
1,659,589
|
|
|
1,500,199
|
|
||
|
5,340,123
|
|
|
5,040,923
|
|
||
|
|
|
|
||||
Less: Accumulated depreciation
|
(3,487,032
|
)
|
|
(3,131,634
|
)
|
||
Property and equipment, net
|
$
|
1,853,091
|
|
|
$
|
1,909,289
|
|
8.
|
PROVISION FOR INCOME TAXES
|
|
FISCAL YEAR ENDED
|
||||||||||
(in thousands)
|
March 2, 2019
|
|
March 3, 2018
|
|
February 25, 2017
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
61,721
|
|
|
$
|
82,044
|
|
|
$
|
313,571
|
|
State and local
|
22,995
|
|
|
13,554
|
|
|
42,101
|
|
|||
|
84,716
|
|
|
95,598
|
|
|
355,672
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(83,576
|
)
|
|
157,057
|
|
|
20,295
|
|
|||
State and local
|
(20,525
|
)
|
|
18,147
|
|
|
4,580
|
|
|||
|
(104,101
|
)
|
|
175,204
|
|
|
24,875
|
|
|||
|
$
|
(19,385
|
)
|
|
$
|
270,802
|
|
|
$
|
380,547
|
|
(in thousands)
|
March 2, 2019
|
|
March 3, 2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Inventories
|
$
|
24,292
|
|
|
$
|
26,657
|
|
Deferred rent and other rent credits
|
42,147
|
|
|
47,893
|
|
||
Insurance
|
23,300
|
|
|
22,274
|
|
||
Stock-based compensation
|
16,097
|
|
|
23,690
|
|
||
Nonqualified deferred compensation plan
|
6,771
|
|
|
19,671
|
|
||
Merchandise credits and gift card liabilities
|
43,630
|
|
|
36,793
|
|
||
Accrued expenses
|
26,550
|
|
|
29,557
|
|
||
Obligations on distribution facilities
|
26,618
|
|
|
26,210
|
|
||
Carryforwards and other tax credits
|
48,115
|
|
|
48,221
|
|
||
Other
|
26,400
|
|
|
28,972
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(132,120
|
)
|
|
(125,067
|
)
|
||
Goodwill
|
(3,337
|
)
|
|
(54,254
|
)
|
||
Intangibles
|
(19,414
|
)
|
|
(55,091
|
)
|
||
Prepaid expenses
|
(854
|
)
|
|
(52,723
|
)
|
||
Other
|
(13,115
|
)
|
|
(11,778
|
)
|
||
|
$
|
115,080
|
|
|
$
|
11,025
|
|
(in thousands)
|
March 2, 2019
|
|
March 3, 2018
|
||||
Balance at beginning of year
|
$
|
75,443
|
|
|
$
|
76,415
|
|
|
|
|
|
||||
Increase related to current year positions
|
6,490
|
|
|
11,437
|
|
||
Increase related to prior year positions
|
2,822
|
|
|
4,128
|
|
||
Decrease related to prior year positions
|
(6,128
|
)
|
|
(1,823
|
)
|
||
Settlements
|
(2,338
|
)
|
|
(1,448
|
)
|
||
Lapse of statute of limitations
|
(14,352
|
)
|
|
(13,266
|
)
|
||
|
|
|
|
||||
Balance at end of year
|
$
|
61,937
|
|
|
$
|
75,443
|
|
9.
|
TRANSACTIONS AND BALANCES WITH RELATED PARTIES
|
10.
|
LEASES
|
(in thousands)
|
|
Operating Leases
|
||
Fiscal Year:
|
|
|
|
|
2019
|
|
$
|
609,613
|
|
2020
|
|
534,055
|
|
|
2021
|
|
434,908
|
|
|
2022
|
|
334,587
|
|
|
2023
|
|
241,863
|
|
|
Thereafter
|
|
616,170
|
|
|
Total future minimum lease payments
|
|
$
|
2,771,196
|
|
11.
|
EMPLOYEE BENEFIT PLANS
|
12.
|
COMMITMENTS AND CONTINGENCIES
|
13.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
14.
|
STOCK-BASED COMPENSATION
|
|
|
FISCAL YEAR ENDED
|
|||||||
Black-Scholes Valuation Assumptions (1)
|
|
March 2, 2019
|
|
March 3, 2018
|
|
February 25, 2017
|
|||
Weighted Average Expected Life (in years) (2)
|
|
6.7
|
|
|
6.7
|
|
|
6.6
|
|
Weighted Average Expected Volatility (3)
|
|
34.96
|
%
|
|
26.49
|
%
|
|
26.96
|
%
|
Weighted Average Risk Free Interest Rates (4)
|
|
2.92
|
%
|
|
2.17
|
%
|
|
1.46
|
%
|
Expected Dividend Yield (5)
|
|
3.80
|
%
|
|
1.60
|
%
|
|
1.10
|
%
|
(Shares in thousands)
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
|
|||
Options outstanding, beginning of period
|
|
4,241
|
|
|
$
|
55.76
|
|
Granted
|
|
1,065
|
|
|
16.85
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
|
(911
|
)
|
|
49.96
|
|
|
Options outstanding, end of period
|
|
4,395
|
|
|
47.53
|
|
|
Options exercisable, end of period
|
|
2,308
|
|
|
$
|
61.79
|
|
(Shares in thousands)
|
|
Number of Restricted Shares
|
|
Weighted Average Grant-Date Fair
Value
|
|||
Unvested restricted stock, beginning of period
|
|
4,311
|
|
|
$
|
48.07
|
|
Granted
|
|
695
|
|
|
18.08
|
|
|
Vested
|
|
(884
|
)
|
|
54.14
|
|
|
Forfeited
|
|
(375
|
)
|
|
41.51
|
|
|
Unvested restricted stock, end of period
|
|
3,747
|
|
|
$
|
41.73
|
|
(Shares in thousands)
|
|
Number of Performance Stock Units
|
|
Weighted Average Grant-Date Fair
Value
|
|||
Unvested performance stock units, beginning of period
|
|
1,352
|
|
|
$
|
46.06
|
|
Granted
|
|
1,274
|
|
|
16.90
|
|
|
Vested
|
|
(492
|
)
|
|
50.82
|
|
|
Forfeited
|
|
(52
|
)
|
|
43.28
|
|
|
Unvested performance stock units, end of period
|
|
2,082
|
|
|
$
|
27.16
|
|
15.
|
SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
|
|
FISCAL 2018 QUARTER ENDED
|
FISCAL 2017 QUARTER ENDED
|
||||||||||||||||||||||
(in thousands, except per share data)
|
June 2, 2018
|
September 1, 2018
|
December 1, 2018
|
March 2, 2019
|
May 27,
2017 |
August 26, 2017
|
November 25, 2017
|
March 3, 2018
|
||||||||||||||||
Net sales
|
$
|
2,753,667
|
|
$
|
2,935,018
|
|
$
|
3,032,231
|
|
$
|
3,307,881
|
|
$
|
2,742,141
|
|
$
|
2,936,357
|
|
$
|
2,954,539
|
|
$
|
3,716,264
|
|
Gross profit
|
964,848
|
|
988,561
|
|
1,003,710
|
|
1,146,861
|
|
1,000,115
|
|
1,068,559
|
|
1,041,061
|
|
1,333,280
|
|
||||||||
Operating profit (loss)
|
81,229
|
|
78,858
|
|
49,513
|
|
(296,735
|
)
|
147,011
|
|
168,847
|
|
108,360
|
|
337,103
|
|
||||||||
Earnings (loss) before provision for income taxes
|
64,497
|
|
64,247
|
|
26,822
|
|
(312,175
|
)
|
130,431
|
|
149,681
|
|
94,739
|
|
320,809
|
|
||||||||
Provision (benefit) for income taxes
|
20,921
|
|
15,608
|
|
2,468
|
|
(58,382
|
)
|
55,148
|
|
55,451
|
|
33,438
|
|
126,765
|
|
||||||||
Net earnings (loss)
|
$
|
43,576
|
|
$
|
48,639
|
|
$
|
24,354
|
|
$
|
(253,793
|
)
|
$
|
75,283
|
|
$
|
94,230
|
|
$
|
61,301
|
|
$
|
194,044
|
|
EPS-Basic (1)
|
$
|
0.32
|
|
$
|
0.36
|
|
$
|
0.18
|
|
$
|
(1.92
|
)
|
$
|
0.53
|
|
$
|
0.67
|
|
$
|
0.44
|
|
$
|
1.41
|
|
EPS-Diluted (1)
|
$
|
0.32
|
|
$
|
0.36
|
|
$
|
0.18
|
|
$
|
(1.92
|
)
|
$
|
0.53
|
|
$
|
0.67
|
|
$
|
0.44
|
|
$
|
1.41
|
|
Dividends declared per share
|
$
|
0.160
|
|
$
|
0.160
|
|
$
|
0.160
|
|
$
|
0.160
|
|
$
|
0.150
|
|
$
|
0.150
|
|
$
|
0.150
|
|
$
|
0.150
|
|
(a)
|
Directors of the Company
|
(b)
|
Executive Officers of the Company
|
(c)
|
Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference.
|
(d)
|
Information on our audit committee and the audit committee financial expert is set forth under the section captioned “Audit Committee” in the Proxy Statement and is incorporated herein by reference.
|
(e)
|
The Company has adopted a code of ethics entitled “Policy Of Ethical Standards For Business Conduct” that applies to all of its employees, including Executive Officers, and the Board of Directors, the complete text of which is available through the Investor Relations section of the Company’s website, www.bedbathandbeyond.com.
|
(1)
|
These plans consist of the Company’s 2004 Incentive Compensation Plan and the 2012 Incentive Compensation Plan, which amended and restated the 2004 Incentive Compensation Plan.
|
(2)
|
This amount includes 2,792,819 shares that may be issued upon the vesting of performance stock units granted under the 2012 Incentive Compensation Plan, which represents the estimated maximum number of shares that may be issued upon the vesting of the performance stock units. This amount also includes 4,394,979 of stock options outstanding.
|
(3)
|
The weighted-average exercise price solely takes into account outstanding stock options as other outstanding awards under the 2004 Incentive Compensation Plan and the 2012 Incentive Compensation Plan do not have an exercise price.
|
(4)
|
Any shares of common stock that are subject to awards of options or stock appreciation rights under the 2012 Incentive Compensation Plan shall be counted against the aggregate number of shares of common stock that may be issued as one share for every share issued. Any shares of common stock that are subject to awards other than options or stock appreciation rights, including restricted stock awards and performance stock units, shall be counted against this limit as 2.20 shares for every share granted.
|
10.3*
|
|
10.4*
|
|
10.5*
|
|
10.6*
|
|
10.7*
|
|
10.8*
|
|
10.9*
|
|
10.10*
|
|
10.11*
|
|
10.12*
|
|
10.13*
|
|
10.14*
|
|
10.15*
|
|
10.16*
|
|
10.17*
|
|
10.18*
|
|
10.19*
|
|
10.20*
|
|
10.21*
|
|
10.22*
|
|
10.23*
|
|
10.24*
|
|
10.25*
|
10.26*
|
|
10.27*
|
|
10.28*
|
|
10.29*
|
|
10.30*
|
|
10.31*
|
|
10.32*
|
|
10.33*
|
|
10.34*
|
|
10.35*
|
|
10.36*
|
|
10.37*
|
|
10.38*
|
|
10.39*
|
|
10.40*
|
|
10.41*
|
|
10.42*
|
|
10.43*
|
|
10.44*
|
|
10.45*
|
|
10.46*
|
|
10.47*
|
10.48*
|
|
10.49*
|
|
10.50*
|
|
10.51*
|
|
10.52*
|
|
10.53*
|
|
10.54*
|
|
10.55*
|
|
10.56*
|
|
10.57*
|
|
10.58*
|
|
10.59*
|
|
10.60*
|
|
10.61*
|
|
10.62*
|
|
10.63*
|
|
21**
|
|
23**
|
|
31.1**
|
|
31.2**
|
|
32**
|
|
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
|
*
|
This is a management contract or compensatory plan or arrangement.
|
**
|
Filed herewith.
|
***
|
This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Warren Eisenberg
|
|
Director
|
|
April 30, 2019
|
Warren Eisenberg
|
|
|
|
|
|
|
|
|
|
/s/ Leonard Feinstein
|
|
Director
|
|
April 30, 2019
|
Leonard Feinstein
|
|
|
|
|
|
|
|
|
|
/s/ Steven H. Temares
|
|
Chief Executive Officer
|
|
April 30, 2019
|
Steven H. Temares
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Robyn M. D'Elia
|
|
Chief Financial Officer and Treasurer
|
|
April 30, 2019
|
Robyn M. D'Elia
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Dean S. Adler
|
|
Director
|
|
April 30, 2019
|
Dean S. Adler
|
|
|
|
|
|
|
|
|
|
/s/ Stanley Barshay
|
|
Director
|
|
April 30, 2019
|
Stanley Barshay
|
|
|
|
|
|
|
|
|
|
/s/ Stephanie Bell-Rose
|
|
Director
|
|
April 30, 2019
|
Stephanie Bell-Rose
|
|
|
|
|
|
|
|
|
|
/s/ Klaus Eppler
|
|
Director
|
|
April 30, 2019
|
Klaus Eppler
|
|
|
|
|
|
|
|
|
|
/s/ Patrick R. Gaston
|
|
Director
|
|
April 30, 2019
|
Patrick R. Gaston
|
|
|
|
|
|
|
|
|
|
/s/ Jordan Heller
|
|
Director
|
|
April 30, 2019
|
Jordan Heller
|
|
|
|
|
|
|
|
|
|
/s/ Victoria A. Morrison
|
|
Director
|
|
April 30, 2019
|
Victoria A. Morrison
|
|
|
|
|
|
|
|
|
|
s/ Johnathan B. Osborne
|
|
Director
|
|
April 30, 2019
|
Johnathan B. Osborne
|
|
|
|
|
|
|
|
|
|
/s/ Virginia P. Ruesterholz
|
|
Director
|
|
April 30, 2019
|
Virginia P. Ruesterholz
|
|
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column C
|
|
Column D
|
|
Column E
|
|||||||||||
Description
|
|
Balance at Beginning of
Period
|
|
Additions Charged to
Income
|
|
Additions Charged to Other
Accounts
|
|
Adjustments and/or Deductions
|
|
Balance at End of Period
|
|||||||||||
Sales Returns and Allowance
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 2, 2019
|
|
$
|
41.2
|
|
|
$
|
488.5
|
|
|
$
|
95.5
|
|
(1)
|
|
$
|
534.7
|
|
|
$
|
90.5
|
|
March 3, 2018
|
|
45.4
|
|
|
614.9
|
|
|
—
|
|
|
|
619.1
|
|
|
41.2
|
|
|||||
February 25, 2017
|
|
44.5
|
|
|
666.4
|
|
|
1.6
|
|
(2)
|
|
667.1
|
|
|
45.4
|
|
Name
|
|
Jurisdiction
|
|
|
|
Bed Bath & Beyond of California Limited Liability Company
|
|
Delaware
|
Bed Bath & Beyond Canada L.P.
|
|
Ontario
|
Buy Buy Baby, Inc.
|
|
Delaware
|
Christmas Tree Shops, Inc.
|
|
Massachusetts
|
Cost Plus, Inc.
|
|
California
|
Cost Plus Management Services, Inc.
|
|
California
|
Harmon Stores, Inc.
|
|
Delaware
|
Harbor Linen, LLC
|
|
Delaware
|
Liberty Procurement Co. Inc.
|
|
New York
|
PersonalizationMall.com, LLC
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K 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: April 30, 2019
|
/s/ Steven H. Temares
|
|
Steven H. Temares
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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: April 30, 2019
|
/s/ Robyn M. D'Elia
|
|
Robyn M. D'Elia
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
Date: April 30, 2019
|
/s/ Steven H. Temares
|
|
Steven H. Temares
|
|
Chief Executive Officer
|
|
/s/ Robyn M. D'Elia
|
|
Robyn M. D'Elia
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|