On September 23, 2009, the Board of Directors of Bed Bath & Beyond Inc. approved an amendment to the Amended By-laws of the company to delete the current ARTICLE V of the By-laws, concerning indemnification, and replace it with a new ARTICLE V, effective the same day. The provisions of the new ARTICLE V govern the indemnification of any director or officer of the company or any employee of the company who is or was involved in any manner or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise by reason of the fact that, in the case of directors and officers of the company, is or was a director or officer of the company, or is or was at the request of the company serving as an officer or director or in any other capacity with another corporation, partnership, joint venture, trust or other enterprise or entity, and in the case of employees of the company, is or was serving (a) as a director or officer of a corporation or in a capacity equivalent to that of a director or officer for any partnership, joint venture, trust or other enterprise in which the company had at the time of such service, directly or indirectly, a 50% or greater equity interest or (b) at the written request of the company, as a director or officer of a corporation or in a capacity equivalent to that of a director or officer for any partnership, joint venture, trust or other enterprise in which the company had at the time of such service, directly or indirectly, a significant business interest but a less than 50% equity interest, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

Bed Bath & Beyond Inc. reported unaudited consolidated earnings results for the second quarter and six months ended August 29, 2009. For the quarter, the company reported net earnings of $135.5 million or $0.52 per diluted share, an increase of approximately 13.0% over net earnings of $119.3 million $0.46 per diluted share in the same quarter a year ago. Net sales were approximately $1.915 billion, an increase of approximately 3.3% from net sales of approximately $1.854 billion reported in the fiscal second quarter of 2008. Operating profit was $222.03 million compared to $187.042 million a year ago. Earnings before provision for income taxes were $223.51 million compared to $190.37 million a year ago. For the first half, the company reported net earnings of $222.7 million or $0.86 per diluted share, an increase of approximately 13.2% over net earnings of $196.0 million or $0.76 per diluted share in the corresponding period a year ago. Net sales were approximately $3.609 billion, an increase of approximately 3.1% from net sales of approximately $3.502 billion in the corresponding period a year ago. Operating profit was $364.34 million compared to $306.24 million a year ago. Earnings before provision for income taxes were $367.58 million compared to $313.72 million a year ago. Net cash provided by operating activities was $392.41 million compared to $168.05 million a year ago. Capital expenditures were $67.63 million compared to $106.71 million a year ago.

Bed Bath & Beyond Inc. provides earnings guidance for the year 2009. For the period, the company's interest income is expected to be lower than in fiscal 2008 as a result of anticipated lower interest rates. Capital expenditures for fiscal 2009, principally for new stores, existing store refurbishment and information technology enhancements continue to be planned at approximately $250 million and will continue to be reviewed on an ongoing basis. The company expects to continue to generate positive cash flow in fiscal 2009, and entirely fund operations from internally-generated sources. The company's net sales are expected to increase by a mid-single digit percentage in the third and fourth quarters, and by a low to mid-single digit percentage for all of fiscal 2009.