Bed, Bath and Beyond 2012 Annual Report Download - page 39

The Board of Directors and Shareholders
Bed Bath & Beyond Inc.:
We have audited Bed Bath & Beyond Inc. and subsidiaries’ (the ‘‘Company’’) internal control over financial reporting as of March 2,
2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in
Management’s Report on Internal Control Over Financial Reporting, appearing in Item 9A, Controls and Procedures. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
March 2, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Bed Bath & Beyond Inc. acquired Linen Holdings, LLC on June 1, 2012 and Cost Plus, Inc. on June 29, 2012 (the ‘‘Acquired
Companies’’), and management excluded from its assessment of the effectiveness of Bed Bath & Beyond Inc.’s internal control
over financial reporting as of March 2, 2013, the Acquired Companies’ internal control over financial reporting associated with
total assets of $839.1 million (of which $533.1 million represented goodwill and intangible assets included within the scope of
the assessment) and total net sales of $840.4 million included in the consolidated financial statements of Bed Bath & Beyond
Inc. as of and for the fiscal year ended March 2, 2013. Our audit of internal control over financial reporting of Bed Bath &
Beyond Inc. also excluded an evaluation of the internal control over financial reporting of the Acquired Companies.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries as of March 2, 2013 and February 25, 2012, and the
related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows and the related
financial statement schedule for each of the fiscal years in the three-year period ended March 2, 2013, and our report dated
April 30, 2013 expressed an unqualified opinion on those consolidated financial statements.
Short Hills, New Jersey
April 30, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
BED BATH & BEYOND 2012 ANNUAL REPORT
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