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r Bed Bath & Beyond, Inc. (NASDAQ: BBBY) November 3, 2014 Analyst: Aaron Meer Sector Consumer Discretionary Industry Specialty Retail FYE End Mar. 2014 Current Price (11/01) $67.34 52 Week High (01/03/2014) $80.82 52 Week Low (06/26/2014) $54.95 Avg. Daily Vol. (Mil) 2.8 Beta 0.959 Mkt. Cap. (Mil) 12,226.92 Institutional Ownership (%) 91 Insider Ownership (%) 3.28 Outstanding Shares (Mil) 185.2 Float (Mil) 179.2 EPS (TTM) $4.82 Revenue (TTM) 11.5B Dividend Yield (%) 0 Cash (MRQ) $1,226.63M Debt (MRQ) $1,500.00 M Net Profit Margin (%) 8.41 ROE (TTM) (%) 28.2 ROA (TTM) (%) 14.7 Operating Margin (TTM) (%) 14.0 Current Ratio (MRQ) 2.1 EV/EBITDA (TTM) 6.51 P/E (TTM) 13.99 P/E (Forward) 13.30 PEG 1.70 Executive Summary: Bed Bath & Beyond Inc. (BBBY) is a chain of retail stores, operating under the names Bed Bath & Beyond (BBB), Christmas Tree Shops (CTS), Harmon and Harmon Face Values (Harmon), buybuy BABY and Cost Plus World Market (Cost Plus). The Company sells a wide assortment of merchandise principally including domestics merchandise and home furnishings as well as food, giftware, health and beauty care items, and infant and toddler merchandise. In addition, the Company, under Linen Holdings LLC, provides various textile products, amenities, and other goods to institutional customers in the hospitality, cruise line, food service, healthcare, and other industries. The Company was established in 1971, went public in 1992, and is currently headquartered in Union, New Jersey. Investment Theses: 1. Macroeconomic Expectations and Industry Outlook Despite tough macro-environment the Company has still performed well and any upside in consumer spending and housing-related factors should help. 2. Financial Position and Prudent Capital Allocation Proven track record of high performance, battle- tested management team, synergetic Cost Plus acquisition, - trades at a discount to peers, low absolute valuation. 3. Growth Prospects Digital business is growing (online stores, wedding invitations, and gift registry) and the market is undervaluing their ability to compete with online retailers; $3.0 billion share repurchase program; store development plans and international expansion capabilities. INTRODUCTION Recent Price: $67.34 Recommendation: Buy Target Price: $83.90 Purpose: Value SHARES AND RELATED DATA FINANCIAL DATA PROFITABILITY AND METRICS VALUATION RATIOS

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Page 1: Bed Bath & Beyond Inc. (BBBY) - Investment Report

r Bed Bath & Beyond, Inc.

(NASDAQ: BBBY)

November 3, 2014

Analyst: Aaron Meer

Sector Consumer Discretionary

Industry Specialty Retail

FYE End Mar. 2014

Current Price (11/01) $67.34

52 Week High (01/03/2014) $80.82

52 Week Low (06/26/2014) $54.95

Avg. Daily Vol. (Mil) 2.8

Beta 0.959

Mkt. Cap. (Mil) 12,226.92

Institutional Ownership (%) 91

Insider Ownership (%) 3.28

Outstanding Shares (Mil) 185.2

Float (Mil) 179.2

EPS (TTM) $4.82

Revenue (TTM) 11.5B

Dividend Yield (%) 0

Cash (MRQ) $1,226.63M

Debt (MRQ) $1,500.00 M

Net Profit Margin (%) 8.41

ROE (TTM) (%) 28.2

ROA (TTM) (%) 14.7

Operating Margin (TTM) (%) 14.0

Current Ratio (MRQ) 2.1

EV/EBITDA (TTM) 6.51

P/E (TTM) 13.99

P/E (Forward) 13.30

PEG 1.70

Executive Summary:

Bed Bath & Beyond Inc. (BBBY) is a chain of retail stores,

operating under the names Bed Bath & Beyond (BBB),

Christmas Tree Shops (CTS), Harmon and Harmon Face

Values (Harmon), buybuy BABY and Cost Plus World

Market (Cost Plus). The Company sells a wide assortment

of merchandise principally including domestics

merchandise and home furnishings as well as food,

giftware, health and beauty care items, and infant and

toddler merchandise. In addition, the Company, under

Linen Holdings LLC, provides various textile products,

amenities, and other goods to institutional customers in the

hospitality, cruise line, food service, healthcare, and other

industries. The Company was established in 1971, went

public in 1992, and is currently headquartered in Union,

New Jersey.

Investment Theses:

1. Macroeconomic Expectations and Industry

Outlook

Despite tough macro-environment the Company

has still performed well and any upside in

consumer spending and housing-related factors

should help.

2. Financial Position and Prudent Capital Allocation

Proven track record of high performance, battle-

tested management team, synergetic Cost Plus

acquisition, - trades at a discount to peers, low

absolute valuation.

3. Growth Prospects

Digital business is growing (online stores,

wedding invitations, and gift registry) and the

market is undervaluing their ability to compete

with online retailers; $3.0 billion share

repurchase program; store development plans

and international expansion capabilities.

INTRODUCTION

Recent Price: $67.34 Recommendation: Buy

Target Price: $83.90 Purpose: Value

SHARES AND RELATED DATA

FINANCIAL DATA

PROFITABILITY AND METRICS

VALUATION RATIOS

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Bed Bath & Beyond Inc. was founded in 1971 by Leonard Feinstein and Warren Eisenberg, the

Co-Chairmen of the Company, who each hold more than 50 years of experience in the retail industry.

Starting small, the Company initiated operations in 1971 as Bed ‘n Bath with the opening of two stores,

which primarily sold bed linens and bath accessories. In 1985, the Company introduced its first store

carrying a full line of domestics merchandise and home furnishings. The Company underwent a

rebranding initiative in 1987, changing their name to "Bed Bath & Beyond" to reflect the expanded

product line offered by its stores and to distinguish its stores from conventional specialty retail stores

offering only domestics merchandise or home furnishings. Living up to its name, Bed Bath & Beyond has

strategically grown through acquiring, international expansion, omnichannel (multi-channel) retailing,

opening new stores, and diversifying their operational involvement (i.e. entering the bridal registry

space). On the other hand, in order to provide value to shareholders, the Company has taken part in a $3.0

billion share repurchase program over the last two years, returning approximately 90% of cash flow from

operations to shareholders, with intentions of continuing the repurchase program moving forward.

Steven H. Temares – CEO

Since, April 2004, Mr. Temares officially took the title as

CEO for Bed Bath & Beyond Inc. (BBBY). Mr. Temares’

involvement with BBBY extends far beyond 2004. June 1999

through April 2003, Mr. Temares served as the President and COO

and from April 2004 until January 2006 Mr. Temares served as the

President and CEO. Mr. Temares earned a B.A. degree from Rutgers

University in 1980 and attended the University of Pennsylvania Law

School, where he was awarded a J.D. in 1983. Before being hired by

Bed Bath & Beyond Inc. in 1992, Temares had been a real estate

lawyer, where he carried over this skillset as a Director of Real Estate

and General Counsel for BBBY until 1999 when he became part of

the executive management team as President and COO.

Warren Eisenberg – Co-Chairman & Co-Founder

Warren Eisenberg, 83, is a Co-Founder of the

Company and has served as Co-Chairman since 1999.

He has served as a director since 1971. Mr. Eisenberg

served as Chairman from 1992 to 1999, and served as

Co-Chief Executive Officer from 1971 to 2003.

Leonard Feinstein – Co-Chairman & Co-Founder

Leonard Feinstein, 77, is a Co-Founder of the

Company and has served as Co-Chairman since 1999. He has served as a director since 1971. Mr.

Feinstein served as President from 1992 to 1999, and served as Co-Chief Executive Officer from

1971 to 2003.

KEY MANAGEMENT PERSONNEL

COMPANY PROFILE

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Recent Changes:

Since February 2014:

Mr. Eugene A. Castagna was promoted to Chief Operating Officer of Bed Bath

& Beyond Inc.

Susan E. Lattmann, formerly the Company's Vice President – Finance, was

promoted to Chief Financial Officer and Treasurer.

The specialty retail industry, a $453 billion industry, and specifically the home furnishing retail

sub-industry, a $21.6 billion segment, in which Bed Bath & Beyond operates, as noted below, has been an

underperformer all around as of late (versus broad market S&P 500, consumer discretionary sector, and

specialty retail industry). Over the previous 12 months, 6 months, 3 months, 1 month, and YTD

increments, the home furnishing retail sub-industry experienced the respective performance: -9.3%, -

1.7%, -2.4%, -4.3%, -14.9%. Bed Bath & Beyond comprises more than 54% of the home furnishing retail

sub-industry as the largest of the nine companies in the segment. The home furnishing sub-industry

valuation averages are as follows: EV/EBITDA (TTM) of 9.55, P/E (TTM) of 24.9, P/E (Forward) of

15.94, and PEG of 1.33.

Main factors impacting the home furnishing retail sub-industry and the consumer discretionary sector in

general are as follows:

KEY TRENDS & INDUSTRY OUTLOOK

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Increased household debt

The first quarter of 2014 shows a $129 billion increase in overall household debt

from the previous period.

Source: New York Federal Reserve Quarterly Report on Household Debt and

Credit

Decreased consumer confidence September experienced a decrease in consumer confidence, now standing at 86.0

down from 93.4 in August.

Source: September 2014 Consumer Confidence Survey®

The Conference Board

Falling consumer price index and commodities (gasoline)

The seasonally adjusted decline in the all items index was the first since April 2013.

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Shift in “gifting” behavior

Self-gifting is expected to decline this holiday season from an average $134.77 in

2013, to $126.68.

Source: A Marketer's Guide to Discretionary Income

Consumer Research Center, The Conference Board

Increased real disposable income

“About 57 million U.S. households now have discretionary income, up from nearly

54 million in 1997-1998.”

Source: A Marketer's Guide to Discretionary Income

Consumer Research Center, The Conference Board

"Discretionary income is a major force in the health and growth of the overall

economy." Rising numbers of affluent households who control sizable amounts of

discretionary income signal a favorable outlook for the luxury, travel and

entertainment markets, as well as companies in the furnishings and housing sectors."

Source: Lynn Franco, Director of The Conference Board's Consumer

Research Center

Personal income increased $47.3 billion, or 0.3 percent, and disposable personal

income (DPI) increased $35.2 billion, or 0.3 percent, in October.

Source: Bureau of Economic Analysis

Deloitte suggests lower gas prices could free up $260 per

household this year in the United States.

Oct. 16, 2014 -- National Retail Federation said it

expects holiday sales to rise 4.1 percent to $616.9 billion.

That's higher than 2013's actual 3.1 percent increase

during the same time frame, November and December.

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Increased employment figures

In September, the unemployment rate declined by 0.2 percentage point to 5.9 percent.

The number of unemployed persons decreased by 329,000 to 9.3 million.

Over 2014, the unemployment rate and the number of unemployed persons are down

by 1.3 percentage points and 1.9 million, respectively.

Source: U.S. Bureau of Labor Statistics | Division of Labor Force Statistics

Drop in mortgage rates and increased housing starts construction A drop in mortgage rates has the potential to boost home sales and gives builders

reason to take on more projects.

Fannie Mae and Freddie Mac reach deal to ease mortgage lending -- Minimum down

payment decreased to 3% from 5% generally needed to qualify for selling the loans

to Fannie and Freddie.

October 18, 2014 -- Average rates on 30-year home loans fell this week to 3.97

percent, the lowest since June 2013.

Source: Freddie Mac

October 18, 2014 -- Housing starts climbed 6.3 percent in September to an annual

pace of 1.02 million, crossing what McGrath called the "psychologically important" 1

million barrier.

Source: Commerce Department

Online Retailers Entering the Brick and Mortar Space

Amazon

Athleta (San Francisco)

Piperlime

BaubleBar

Rent the Runway

Boston Proper

Bonobos

Warby Parker

Birchbox

JustFab

Frank & Oak

Increased presence and acceptance of home improvement-related web sites, resources,

and online communities by retailers

Houzz

The Houzz platform and mobile apps feature interior and exterior home

photos, articles written by architects, interior designers and home design

experts, product recommendations, and a user forum.

ATGStores.com

ATG Stores (Allied Trade Group, Inc.) is a Lowe's Company since 2011, and

an e-commerce company that operates around 500 online stores (websites) in

markets such as home improvement and home furnishing products.

Currently, ATGStores.com features more than 3.5 million products in a host

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of different categories ranging from lighting and plumbing to furniture and

hardware.

DIY ready

The leading online source for do-it-yourself projects - provides readers with

videos, tutorials, techniques, money savers, time management skills, and

more.

Bed Bath & Beyond, through its strategic acquisitions/partnerships, superior human capital

retention originating with their battle-tested management team, diversified and innovative product

offerings such as wedding invitations and gift and bridal registry, and operational expertise, holds the title

as the largest player in the home furnishing segment of the specialty retail industry and a leading seller of

products for the home, including sheets, pillows, blankets and window treatments. Bed Bath & Beyond’s

success has come during a time of immense competition from e-commerce giants such as Amazon, eBay,

Alibaba, among others and sub-optimal consumer confidence and spending levels. For the year ending

2014, Bed Bath & Beyond generated $11.5 billion in revenue, providing an industry leading 25.5% return

on equity. Bed Bath & Beyond’s success is partly contributable to their acquisitions, which provided

continual growth opportunities and increased macroeconomic resistance. Bed Bath & Beyond’s current

operations, product offerings, and revenue stream are generated from the following:

Bed Bath & Beyond (Core Business) – Operating since 1971

A chain of 1,017, as of 2Q 2015, domestic

merchandise retail stores located in the United

States, Canada, and Mexico. Bed Bath & Beyond sells

a wide assortment of domestic merchandise (i.e. bed

linens) and home furnishings (i.e. kitchen items). The

Company’s numerous store offerings make it the ultimate “one stop shop” and provide

greater convenience than most other department stores or other specialty retail stores. For

the fiscal year ending 2013, 12 new Bed Bath & Beyond branded stores were opened

throughout the United States and Canada.

Harmon Stores (Harmon Face Values) – Acquired in March 2002

Harmon Face Values is a retail chain selling leading

cosmetics, health and beauty products through its 50

stores, as of 2Q 2015, in NJ, NY, CT, FL, and PA.

Additionally, Harmon operates as a “store within a store” in many Bed Bath & Beyond,

Christmas Tree Shops and buybuy BABY locations.

Christmas Tree Shops (CTS) – Acquired in June 2003 for $200 million

A retail chain of 78 stores, as of 2Q 2015, that started in Cape

Cod in 1970. The original stores are seen as a local

phenomenon, since it has become a must see destination for

BUSINESS OVERVIEW

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many visitors when traveling to Cape Cod. With many of its stores resembling older

architectural style, Christmas Tree Shops operates as bargain stores, selling everything

from food to toys to household furnishings to, of course, Christmas decorations. Some of

CTS stores are located within shopping malls and CTS also operates “express” stores

which are smaller and provide a more highly concentrated seasonal product offering, as

well as “andThat” stores in Fredericksburg, VA and Flint, MI in an attempt to limit the

confusion in parts of the country that are unfamiliar with the traditional Christmas Tree

Shops name.

Buybuy BABY – Acquired in March 2007 for $67 million

A chain of 92 stores, as of 2Q 2015, that sell clothing, strollers

and other items for use with infants and young

children. buybuy BABY has grown immensely since the 2007

acquisition, when it consisted of only 8 stores. The Company’s

primary competitor is Babies “R” Us.

Cost Plus World Market (World Market) – Acquired in May 2012 for $495 million

Headquartered in California, Cost Plus World Market operates

a chain of 269 specialty/import retail stores, as of 2Q 2015,

selling home furniture, decor, curtains, rugs, gifts, apparel,

coffee, wine, craft beer, as well as several international food

products. The brand's name originated from the initial concept,

since abandoned, of selling items for "cost plus 10%". The

Cost Plus acquisition is value-adding and gives Bed Bath three

opportunities to add value for shareholders:

Cross selling Cost Plus merchandise in Bed Bath & Beyond and Christmas Tree

Shops

Expanding the Cost Plus store base, increasing traffic and subsequent revenue to

this segment of the business.

Cross selling Bed Bath & Beyond products in Cost Plus stores.

Linen Holdings, LLC – Acquired in June 2012 for $105 million

NJ-based distributor of bath, bed and table linens and other textile products to

institutional customers in the hospitality, cruise line, food service, healthcare and other

industries. Linen Holdings and Bed Bath & Beyond synergies include:

Increased sourcing capabilities

Access to a new and diverse customer base.

Bed Bath & Beyond Mexico - Joint venture in 2008 for $4 million

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In 2008, the Company became a partner in a joint venture with Home & More, which

currently operates five stores in Mexico City market under the Bed Bath & Beyond name

due to rebranding in fiscal year 2012. Steven Temares, CEO, “believes there is a

significant opportunity for future growth throughout Mexico" and that the Home & More

partnership is bound to be successful due to their “depth of retail experience and local

knowledge in Mexico [which] supports our partnership's short and long-term prospects

for growth within Mexico.”

Bed Bath & Beyond Invitations – an online wedding invitation venture

Bed Bath & Beyond partnered with Rexcraft, one of America’s leading providers of

invitations & accessories, to provide a wide assortment of beautiful wedding invitations

and accessories.

Bed Bath & Beyond accounts for its operations as two operating segments:

1. North American Retail

Bed Bath & Beyond

Harmon Stores (Harmon Face Values)

Christmas Tree Shops (CTS)

Buybuy BABY

Bed Bath & Beyond Mexico

Bed Bath & Beyond Invitations

2. Institutional Sales

Institutional Sales is comprised solely of Linen Holdings, which does not

meet the quantitative thresholds under U.S. generally accepted accounting

principles and therefore is not a reportable segment.

Home Furnishings & Other Items: Kitchen and tabletop items, fine tabletop, basic

housewares, general home furnishings, consumables, and certain juvenile products.

REVENUE SEGMENTATION

$7,362.50 ,

64%

$4,141.50 ,

36%

2014 Revenue (Mil)

Home Furnishings & Other

Items

Domestics Merchandise

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Domestics Merchandise: Bed linens and related items, bath items, and kitchen textiles.

Location: The Company’s 1,506 stores are located in all 50 states, the District of

Columbia, Puerto Rico and Canada. All of the stores are corporately owned (no

franchisees) and typically located in suburban areas of medium and large-sized cities,

commonly situated in strip and power strip shopping centers, major off-price and

conventional malls, and free standing buildings.

Expansion: In the 23-year period from the beginning of fiscal 1992 to the end of fiscal 2014, the

chain has grown from 34 stores to 1,506 stores plus its various websites, other interactive platforms

and distribution facilities.

Size: Stores range in size from approximately 5,000 to 100,000 square feet, but are predominantly

between 18,000 and 50,000 square feet.

Utilization: Approximately 85% to 90% of store space is used for selling areas.

Seasonality: The Company’s sales are generally higher in the calendar months of August, November

and December and generally lower in February.

Macroeconomic Expectations and Industry Outlook

Despite the competitive and unforgiving macro-environment, Bed Bath & Beyond has performed

consistently well and outlived many big box retail peers, such as its’ only genuine competitor Linens

‘n Things, which in 2008 closed its stores. Even through the height of the recent recession, Bed Bath

& Beyond yielded a 5.9% net profit margin, which would place amongst the best in the home

furnishing sub-industry currently.

Consumer spending is set up for record levels this upcoming holiday season as commodities have

seen their lowest levels for years. Deloitte suggests lower gas prices could free up $260 per household

INVESTMENT THESES

1,017

269

92 78 50

Business Segmentation

Bed Bath & Beyond

World Market (Cost

Plus)

buybuy BABY Stores

Christmas Tree

Shops (CTS)

Harmon Stores

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this year in the United States. Moreover, on October 16, 2014, the National Retail Federation said it

expects holiday sales to rise 4.1 percent to $616.9 billion, which is higher than last year’s actual 3.1

percent increase during the same time frame, November and December. Gas prices are seeing their

lowest levels since June of 2012, and Bed Bath & Beyond is well-positioned, with its 1,506 stores and

diversified portfolio of product offerings, to capture this increased consumer spending. Moreover,

personal income has increased $47.3 billion, or 0.3 percent, and disposable personal income (DPI)

increased $35.2 billion, or 0.3 percent, in October.

Home-related factors such as home construction levels, home purchasing, average household

value, household debt, are looking positive and are highly related to the future growth potential of the

home furnishing sub-industry. With this in mind, the macroeconomic environment is expected to be

more favorable for Bed Bath & Beyond as Fannie Mae and Freddie Mac have announced in mid-

October that a deal has been reached to ease mortgage lending standards and decrease the minimum

down payment from 5% to 3% needed to qualify for selling loans to Fannie and Freddie. Thus, home

purchasing is expected to increase and higher home furnishing sales are likely as a result. Along those

lines, as of October 18, 2014, average rates on 30-year home loans fell to 3.97 percent, the lowest

since June 2013, which proves favorable for prospective home ownership. To prove this point,

according to the Commerce Department “housing starts climbed 6.3 percent in September to an

annual pace of 1.02 million, crossing what the McGrath calls the "psychologically important" 1

million barrier.” Additionally, Houzz, a web site and online community focusing on home furnishing

and design, mentioned that “The prospects for Houzz look bright as the Home Improvement Research

Institute expects more than $300 billion to be spent this year on remodeling projects.” Additionally,

the Home Improvement Research Institute estimates that “84 percent of homeowners are planning to

do renovation projects in the next two years” which will likely translate into increased sales for Bed

Bath & Beyond.

Financial Position and Prudent Capital Allocation

Bed Bath & Beyond has a proven track record of high performance which is driven by a battle-

tested management team spanning over 50 years, trades at a discount to peers, and exercises prudent

capital allocation practices such with example of the 2012 acquisition of Cost Plus.

Bed Bath & Beyond, despite making up more than 50% of the home furnishing sub-industry,

trades at a 31.48% discount to industry peers based on EV/EBITDA (TTM), P/E (TTM), P/E (Forward),

and PEG multiples. Moreover, Bed Bath & Beyond’s seasoned management team proves effective

managing large amounts of cash. Currently, Bed Bath & Beyond has over $1.2 billion in cash which can

be used to open new stores, improve existing stores and repurchase shares, which are the viable growth

prospects that are discussed later. Even though the Company took on $1.5 billion in debt, the after tax

cost of debt is only 3.0% and should not impact Bed Bath & Beyond’s growth potential.

Moreover, Bed Bath & Beyond’s historical financial performance is unparalleled - the Company’s

revenue, net income margin, return on assets, and return on equity increased each year from 2005-2014,

except for fiscal 2009 (February ’09) margins, despite the tough, unfavorable macro-economic landscape.

Bed Bath & Beyond’s prudent capital allocation is prevalent in the $495 acquisition of Cost Plus

in 2012, which will continue to add value for shareholders for three reasons:

1. Selling Cost Plus merchandise in Bed Bath and Christmas Tree Shops

2. Growing the Cost Plus store base

3. Adding products traditionally sold in Bed Bath stores to Cost Plus stores.

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All of the aforementioned can be expected due to Bed Bath & Beyond’s recent inclusion of health

and beauty merchandise from its Harmon chain to its Bed Bath & Beyond and Christmas Tree stores.

Essentially, the Cost Plus merchandise, which includes food, will help Bed Bath to drive traffic, gain

market share, and sharpen its edge against online retailers. The acquisition continues Bed Bath's efforts to

expand its business with existing customers. Going off these same lines, Bed Bath & Beyond proved

prudent capital allocation with its acquisition of Linen Holdings, LLC in June 2012 for $105 million

which will provide increased sourcing capabilities and access to a new and diverse institutional customer

base.

Bed Bath's edge comes from the decentralized merchandising strategy, implemented on behalf of

the store managers, who are authorized to make decisions based on local demographics and climate. As

an example, some stores in New York sell window fans in the winter; managers understand that residents

don't have total control of the heat in some apartment buildings and want fresh air. Some of the New York

stores also provide delivery service and help shoppers to get taxis. Similarly, the Christmas Tree Shops on

Cape Cod have an abundance of beach chairs, boogie boards, sand toys, and plastic plates and utensils.

Overall, Bed Bath & Beyond is a dominant player in the home furnishing space, hub of human

capital and industry experience, delivers consistent value to shareholders, trades at a discount to peers,

and has proven to prudently allocate capital as well as manage its resources, which will allow for future

share appreciation.

Growth Prospects

Due to the incessant media coverage of PayPal, Amazon, eBay, Alibaba, and other e-commerce

players, many people are discerning that online retail will put Bed Bath & Beyond out of business – I

argue the contrary. Online retail has been a big trend and wave of the future, one in which Bed Bath &

Beyond has adapted to very well. Company management noted in the second quarter 2014 (2Q15) that

“online sales were up more than 50%, while sales in stores were slightly positive.” Clearly, Bed Bath &

Beyond is adjusting to the online transition and is also expected to see higher margins in the future after

their omnichannel (multi-channel retail) development expenses reside. Currently, Bed Bath & Beyond has

taken advantage of the online retail sphere and launched a wedding invitations venture and

consequentially partnered with Rexcraft, one of America’s leading providers of invitations & accessories,

to provide a wide assortment of beautiful wedding invitations and accessories. Additionally, Bed Bath &

Beyond has make a name for itself in the gift registry business by providing gift registry services for

events ranging from birthdays to weddings to anniversaries to business promotions. A gift registry is a

wish list that works as follows: a recipient compiles a list of items (wish list) and makes it public to

invited guests by providing the retailer with the wish list who will maintain the list for the registrant and

make sure that items are removed from the list as they are purchased.

While technology and online e-commerce seems like the hands-down winner, Nadia

Shouraboura, former VP of Technology at Amazon mentioned, with regards to Amazon’s recent decision

to open a brick and mortar location, that “Amazon’s need for a physical store goes beyond mere logistics

to a more fundamental truth about retail: Sometimes, “you just have to touch and feel products.”

Shouraboura highlights two main points: 1) Physical, brick and mortar retailers such as Bed Bath &

Beyond provide a tangible and convenient value non-permissible by Amazon and other online-only

retailers; and 2) Amazon, despite its prospective challenges with real estate selection, store design, in-

person customer service, marketing and merchandising, decided to open a retail location because of its

undeniable convenience to the customer. Bed Bath & Beyond benefits from an extensive network of

1,506 stores located throughout the United States, Mexico, and Canada because it allows for customers to

get what they want, how they want it, and when they want it. According to Newmarketbuilders

consulting firm, “Physical stores are becoming more important because of mobile devices. Ordering

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something online and getting UPS to deliver the package to your home is not always the most efficient

way.” With this in mind, “those who purchase online but choose to pick up orders inside a store account

for 40 percent of Best Buy’s annual e-commerce sales.” Undoubtedly, a physical retail presence does not

equate Bed Bath & Beyond with antiquity, but rather provides them the necessary platform for future

online growth.

Bed Bath & Beyond’s digital business can be expected to grow due to the increased presence of

home improvement-related web sites, resources, and online communities such as Houzz, ATGStores.com,

DIY ready, among many others. While it seems at first that these online home-related resources are

competitors to Bed Bath & Beyond, in reality, many of the existing home furnishing web sites such as

Houzz increase Bed Bath & Beyond’s revenue by featuring the Company’s products on their web site.

Furthermore, companies such as Houzz are potential and realistic acquisition targets for Bed Bath &

Beyond (i.e. Lowe’s acquired ATGStores.com) considering the value-add in the form of an increased

customer base - Houzz has 20 million active users - as well as the ability for Bed Bath & Beyond to filter

Houzz’ showcased products and services offerings to benefit the Company.

A key catalyst of future share price appreciation for Bed Bath & Beyond is the $3.0 billion share

repurchase program. On July 7, Bed Bath announced a $2 billion addition to its share repurchase

program, on top of the approximately $860 million that remained at the end of 1Q. Subsequent to that

announcement, management borrowed $1.5 billion, part of which was used to fund approximately $1.0

billion of share purchases in 2Q, representing approximately 16.9 million shares. Over the last two years,

the company has returned approximately 90% of cash flow from operations to shareholders through its

share repurchase program and I believe that this trend will continue.

Management noted during the 2Q conference call that “there is room to operate more than 1,300

Bed Bath stores as well as additional baby, World Market and Christmas Tree Shops.” Undoubtedly, store

development plans are underway, which will help the Company sustain above-average growth.

Second Quarter 2014 (2Q15)

On September 23, Bed Bath reported fiscal second-quarter earnings of $1.17 per share, up

from $1.16 in the prior-year quarter.

July 15, 2014 -- Bed Bath & Beyond Inc. today announced the pricing of three series of

senior unsecured notes for an aggregate principal amount of $1.5 billion.

July 15, 2014 -- The Company has also announced that it is in discussions with lenders to

enter into a $250 million senior unsecured revolving credit facility, expiring in 2019,

unless extended pursuant to its terms.

2Q15 net sales increase by 4.3%, comparable store sales increase by 3.4%

.

Management noted during the 2Q conference call that there is room to operate more than

1,300 Bed Bath stores as well as additional baby, World Market and Christmas Tree

Shops.

RECENT COMPANY HIGHLIGHTS

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Management said that online sales were up more than 50%, while sales in stores were

slightly positive.

The Company is modeling net earnings per diluted share to be approximately $1.17 to

$1.21 for the fiscal third quarter of 2014 (announced 12/17/2014), approximately $1.78 to

$1.83 for the fiscal fourth quarter of 2014, and approximately $5.00 to $5.08 for the fiscal

full year.

The average transaction amount and the number of transactions were both higher.

$3 Billion Share Repurchase Program

On July 7, Bed Bath announced a $2 billion addition to its share repurchase program, on

top of the approximately $860 million that remained at the end of 1Q. Subsequent to that

announcement, management borrowed $1.5 billion, part of which was used to fund

approximately $1.0 billion of share purchases in 2Q, representing approximately 16.9

million shares.

First Quarter 2014 (1Q15)

During the fiscal first quarter of 2014, the Company repurchased approximately $273

million of its common stock, representing approximately 4.2 million shares.

Fourth Quarter 2013 (4Q14)

Feb. 26, 2014 -- Bed Bath & Beyond Inc. announced the promotion of Eugene A.

Castagna, previously the Company's Chief Financial Officer and Treasurer, to the role of

Chief Operating Officer. Susan E. Lattmann, formerly the Company's Vice President –

Finance, has been promoted to Chief Financial Officer and Treasurer.

Feb. 20, 2014 -- Bed Bath & Beyond Inc. announced today the election of Geraldine

"Gerri" Elliott as an additional independent member of the Company's Board of

Directors, expanding the Board to ten members. Ms. Elliott, 57, is Executive Vice

President (EVP) and Chief Customer Officer at Juniper Networks.

Within the specialty retail industry, Bed Bath & Beyond’s falls under the home furnishing sub-

industry classification. The home furnishing sub-industry, a $21.6 billion segment of specialty retail, is

comprised of nine companies, where Bed Bath & Beyond, $11.7 billion market capitalization, is by far

the largest competitor by market capitalization, nearly double the size of the next largest competitor,

Williams-Sonoma Inc. with a market capitalization of $5.9 billion. Bed Bath & Beyond provides the

highest EPS, at $5.06, among competitors with less volatility considering its beta falls closer to the

overall market at .959 than its peers whose betas range between 1.3 and 2.0.

Considering domestics merchandise and home furnishing items are purchasable, yet to a lesser

degree, at home improvement stores, I included the home improvement retail sub-industry, a $174.9

billion segment of specialty retail, which is comprised of five companies as potential competitors.

Nonetheless, due to the points of difference among the home furnishing and home improvement sub-

COMPETITORS

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industries and their non-competing resources/appeal, I weighted the home improvement sub-industry at

10% of the relative valuation and the remaining 90% of the relative valuation was determined by the

peers within the home furnishing retail sub-industry.

Aaron's Inc. (NYSE: AAN) – Market Capitalization: $1.8 billion

Specialty retailer of consumer electronics, computers, residential

furniture, household appliances and accessories and is the nation's second-largest chain of rent-to-own

furniture and appliances. Aaron’s is engaged in the lease ownership, lease and retail sale of a variety of

products, such as widescreen and liquid crystal display (LCD) televisions, computers, living room, dining

room and bedroom furniture, washers, dryers and refrigerators. It carries brands, such as JVC, Mitsubishi,

Philips, Panasonic, Sony, Dell, Hewlett-Packard, Simmons, Frigidaire, and Sharp. It operates in four

segments: Sales and Lease Ownership, Franchise, HomeSmart, and Manufacturing. It focuses on

expanding its sales and lease ownership business, which includes Aaron’s Sales & Lease Ownership and

HomeSmart stores. In April 2014, the Company acquired Progressive Finance Holdings LLC. Bed Bath

& Beyond and Aaron’s business focus are very closely aligned, which could pose a threat to Bed

Bath & Beyond if Aaron’s is seen as a more reasonable acquisition target by a large home

improvement retailer such as Home Depot. More importantly, Aaron’s does very well in the rent-

to-own segment of the furniture business, whereas Bed Bath & Beyond remains inactive. If

economic factors shift the landscape in favor of the rent-to-own business model, Bed Bath &

Beyond’s operational and financial performance could adversely be affected. Nonetheless, Bed

Bath & Beyond has been able to compete among large competitors for decades and managed to

run its largest competitor out, Linens 'n Things Inc., out of business in 2008.

Haverty Furniture Companies Inc. (NYSE: HVT) – Market Capitalization: $431.4 million

Haverty Furniture Companies, Inc. (Havertys) is a specialty retailer of

residential furniture and accessories. All of its retail locations are operated

using the Havertys name and the Company does not franchise its stores. The Company provides its

customers a selection of products and styles, and most of the furniture merchandise it carries bears the

Havertys brand. It also offers the mattress product lines of Sealy, Serta and Tempur-Pedic. As of

December 31, 2012, the Company operated 122 stores serving 81 cities in 17 states with approximately

4.4 million retail square feet. During the year ended December 31, 2012, approximately 73% of its leather

merchandise selection was imported from Mexico or Asia. In 2012, the Company’s bedroom furniture

accounted for 19.4%; dining room furniture accounted for 10.7%; occasional accounted for 11.0%;

upholstery accounted for 38.2%; mattresses accounted for 11.5%, and accessories and other accounted for

9.2% of the Company’s gross revenue. Haverty’s poses a threat to Bed Bath & Beyond solely because of

the closeness of their business models, product offerings, and revenue segmentation. Yet, Haverty’s

smaller size and fewer resources allow Bed Bath & Beyond to see Haverty as a potential acquisition

target rather than abominable competitor.

Kirkland’s Inc. (NASDAQ: KIRK) – Market Capitalization: $284.2 million

Kirkland’s, Inc. (Kirkland’s) since 1981, is a specialty retailer of home

decor and gifts in the United States. As of February 2, 2013, the Company

operated 323 stores in 35 states. The Company’s stores present a line of

merchandise, including framed art, mirrors, wall decor, candles and related items, lamps, decorative

accessories, accent furniture, candles and related items, textiles, outdoor accessories, and artificial floral

products. The Company’s stores also offer an assortment of holiday merchandise during seasonal periods,

as well as items carried throughout the year suitable for gift-giving. Its stores operate under the names,

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such as Kirkland’s, Kirkland’s Home, Kirkland’s Home Outlet and Kirkland’s Collection. In addition to

its stores, the Company sells direct-to-customer through its Website at www.kirklands.com. Kirkland’s

poses a threat to Bed Bath & Beyond due to their focus on gifting and their business cyclicality, with

growth mainly occurring over holidays. Despite holiday spending expectations to reach all-time highs,

Kirkland’s size and scale allow the Company to see Kirkland’s as a potential acquisition target rather than

a fierce competitor.

Mattress Firm Holding Corp. (NASDAQ: MFRM) – Market Capitalization: $2.0 billion

Mattress Firm Holding Corp. (Mattress Firm) is a specialty retailer of

mattresses and related products and accessories in the United States. The

Company conducts its operations through its indirect, wholly owned

subsidiary, Mattress Holding Corp. and its subsidiaries. As of January 28, 2014, the Company and its

franchisees operated 1,225 and 136 stores, respectively, primarily under the Mattress Firm name, in 89

markets across 35 states. The Company focuses on the national brands, but also offers its customers its

Hampton and Rhodes private label mattresses. The Company has introduced its YuMe brand. The Back to

Bed, Bedding Experts and Mattress Barn Retail Stores added approximately 135 mattress specialty retail

stores to the Mattress Firm Company-operated store base in both new and existing markets. While

Mattress Firm’s core focus does not overlap exactly with Bed Bath & Beyond’s currently, their larger size

(comparably) allows them to use their distinct customer base and resources to expand into a more closely

related home furnishing segment with a better likelihood of success.

Pier 1 Imports Inc. (NYSE: PIR) – Market Capitalization: $1.1B

Pier 1 Imports, Inc. (Pier 1 Imports) is a global importer of imported

decorative home furnishings and gifts. As of March 2, 2013, the Company had

1,062 stores in the United States and Canada. During the fiscal year ended

March 2, 2013 (fiscal 2013), the Company opened 22 new Pier 1 Imports stores and closed 12 stores. The

Company operates regional distribution center facilities in or near Baltimore, Maryland; Columbus, Ohio;

Fort Worth, Texas; Ontario, California; Savannah, Georgia, and Tacoma, Washington. The specialty retail

operations of the Company consist of retail stores and e-Commerce operations conducting business under

the name Pier 1 Imports, which sell a range of furniture, decorative home furnishings, dining and kitchen

goods, candles, gifts and other specialty items for the home. Pier 1 Imports is a prominent competitor to

Bed Bath & Beyond due to their size, similar number of store locations, and diversified home furnishing

product offerings.

Restoration Hardware Holdings Inc. (NYSE: RH) – Market Capitalization: $3.0 billion

Restoration Hardware Holdings, Inc. (Restoration Hardware Holdings)

is a holding company. The Company is merchants of home furnishings.

Restoration Hardware Holdings offers merchandise assortments across a number of categories, including

furniture, lighting, textiles, bath ware, decor, outdoor, garden, and baby and child products. The

Company’s business is integrated across its multiple channels of distribution, consists of its stores,

catalogs and Websites. As of July 28, 2012, the Company’s operated a total of 73 retail stores, consisted

of 71 Galleries and two full line Design Galleries, and 10 outlet stores throughout the United States and

Canada. RH is a brand in the home furnishings. During the fiscal year ended January 28, 2012 (fiscal

2011), the Company opened five stores and closed 22 stores. In fiscal 2011, Restoration Hardware

Holdings distributed approximately 26.1 million catalogs, and its Websites logged over 14.3 million

visits. Restoration Hardware’s diversified portfolio of product offerings, which are all integrated, poses a

threat to Bed Bath & Beyond’s plan to be the ultimate one-stop-shop within the home furnishing market.

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Select Comfort Corp. (NASDAQ: SCSS) – Market Capitalization: $1.1 billion

Select Comfort Corporation (Select Comfort) is a bed manufacturer

and retailer. The Company is a manufacturer, marketer, retailer and servicer of

the Sleep Number bed, which allows individuals to adjust the firmness and

support on each side at the touch of a button. The Company offers Sleep

Number beds in four series, which includes Classic Series, Performance Series, Innovation Series and

Memory Foam Series. The Sleep Number bed series are available through its United States Company-

Controlled distribution channel. The Company’s SLEEP NUMBER Bedding Collection offers a line of

products. In January 2013, the Company acquired Comfortaire Corp. Select Comfort Corporation poses a

threat to Bed Bath & Beyond considering the possibility of a partnership taking place with a competitor

such as Williams-Sonoma and their ability to expand into the domestics merchandise market, taking away

market share from Bed Bath & Beyond.

Williams-Sonoma Inc. (NYSE: WSM) – Market Capitalization: $5.9 billion

Arguably one of Bed Bath & Beyond’s strongest competitors due to

their size, appeal, and related home furnishing focus, Williams-Sonoma, Inc. is

a multi-channel specialty retailer of products for the home. The Company is an

e- commerce retailer with brands in home furnishings. It operates retail stores

in the United States, Canada and Puerto Rico, and franchises its brands to a third party in a number of

countries in the Middle East, including Bahrain, the Kingdom of Saudi Arabia, Kuwait and the United

Arab Emirates. Its products are also available to customers through its catalogs and online worldwide.

The Company operates in two segments: direct-to-customer and retail. The direct-to-customer segment

has seven merchandising concepts (Williams-Sonoma, Pottery Barn, Pottery Barn Kids, PBteen, West

Elm, Rejuvenation and Mark and Graham) which sell its products through its seven e-commerce Websites

and eight direct-mail catalogs. The retail segment has five merchandising concepts (Williams-Sonoma,

Pottery Barn, Pottery Barn Kids, West Elm and Rejuvenation) which sell products through its retail

stores.

Home Depot Inc. (NYSE: HD) – Market Capitalization: $119.6 billion

The Home Depot, Inc. (The Home Depot) is a home improvement

retailer. The Company operates The Home Depot stores, which are full-service,

warehouse-style stores. The Home Depot stores sell an assortment of building

materials, home improvement and lawn and garden products and provide a

number of services. The Home Depot stores average approximately 104,000

square feet of enclosed space, with approximately 24,000 additional square feet

of outside garden area. The Home Depot stores serve three primary customer

groups: do-it-yourself (D-I-Y) customers, do-it-for-me (D-I-F-M) customers

and professional customers. In February 2013, it acquired Measurecomp LLC

and HD Components LLC. In January 2014, Home Depot Inc. acquired Blinds.com. Clearly, Home

Depot’s acquisitions, specifically with Blinds.com, validate Home Depot’s direction into the home

furnishing retail sub-industry. Moreover, Home Depot’s large size, extensive customer base, and

consequential resource enable them to pursue international expansion and strategic

acquisitions/partnerships, which could pose a threat to Bed Bath & Beyond.

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Lowe’s Companies. (NYSE: LOW) – Market Capitalization: $50.7 billion

Lowe’s Companies, Inc. (Lowe’s) is a home improvement retailer. As

of February 3, 2012, Lowe’s operated 1,745 stores, consisted of 1,712 stores

across 50 United States, 31 stores in Canada and two stores in Mexico. Its

1,745 stores represent approximately 197 million square feet of retail selling

space. The Company serves homeowners, renters and commercial business

customers. Individual homeowners and renters complete an array of projects and vary along the spectrum

of do-it-yourself (DIY) and do-it-for-me (DIFM). Commercial business customers include those who

work in construction, repair/remodel, commercial and residential property management, or business

maintenance professions. During the fiscal year ended February 3, 2012 (fiscal 2011), it opened 25 stores,

which included the relocation of two existing stores. Seven of the stores were opened in Canada. In

August 2013, the Company acquired the majority of assets of Orchard Supply Hardware, including 72

Orchard stores. Lowe’s large size and consequential resource enable them to pursue international

expansion and strategic acquisitions/partnerships, which could pose a threat to Bed Bath & Beyond.

ATGStores.com, a Lowe’s company as of 2011, is a giant e-commerce company that operates over 500

“online stores” or websites in niche markets including home furnishing and improvement. More than

simply selling a wide range of home-related products through its online stores, ATGStores.com recently

developed a “Learning Lounge” - an online library of home improvement tips, tricks and how-to videos

that cover everything from ceiling fan installation to buyer's guides for birdhouses – and can be seen as a

viable competitor with Bed Bath & Beyond.

Sears Hometown and Outlet Stores Inc. (NASDAQ: SHOS) – Market Capitalization: $334.5 million

Sears Hometown and Outlet Stores, Inc. (SHO) is a retailer primarily

focused on selling home appliances, hardware, tools and lawn and garden

equipment. As of April 28, 2012, the Company and its dealers and franchisees

operated 1,238 stores across all 50 states and Puerto Rico, Guam and Bermuda.

The Company also provides its customers with a range of services, including home delivery and

installation and product protection agreements. SHOS operates in two segments: the Sears Hometown and

Hardware segment and the Sears Outlet segment. As of April 28, 2012, the Sears Hometown and

Hardware segment consists of 944 Sears Hometown Stores, 96 Sears Hardware Stores and 76 Sears

Home Appliance Showrooms. Sears Hometown and Outlet Stores poses a threat to Bed Bath & Beyond

considering their close relationship with Sears Holding Corporation, being spun off in 2012, provides

them many strategic advantages and thus enables pursuit of international expansion and strategic

acquisitions/partnerships despite their small size.

Tile Shop Holdings Inc. (NASDAQ: TTS) – Market Capitalization: $438.7 million

Tile Shop Holdings, Inc. is a specialty retailer of manufactured and

natural stone tiles, setting and maintenance materials, and related accessories in

the United States. The Company sells over 4,500 products from around the

world, including ceramic, porcelain, glass, and stainless steel manufactured

tiles and, marble, granite, quartz, sandstone, travertine, slate, and onyx natural tiles. It purchases its tile

products and accessories directly from producers. The Company manufactures its own setting and

maintenance materials, such as thinset, grout, and sealers under its brand name. The Company operates 88

stores in 28 states, with an average size of 23,000 square feet. It also sells its products on its Website. In

January 2014 Tile Shop Holdings Inc. launched its first retail store in Oklahoma City. Tile Shop

Holdings, due to its already established internal manufacturing process, has the capability widening their

footprint within the home appliance market and vertically integrating their business expansion at the same

time, which could pose a threat to Bed Bath & Beyond.

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Threat of New Entrants – Moderate

The specialty retail industry, specifically the home furnishing sub-industry does not pose any

extensive barriers to entry in terms of patents and legal conduct, yet due to the high capital requirements

involved in leasing and owning the physical retail stores (Bed Bath & Beyond operates 1,507 retail

locations) and distribution facilities (Bed Bath & Beyond operates 14 distribution facilities) as well as in

supporting high-quality, customer service-oriented employees (Bed Bath & Beyond employees 58,000

full-time and part-time people), there is a moderate threat level of new entrants in the home furnishing

industry. Additionally, the home furnishing industry profitability is not generally thought of as on par

with that of volatile yet high-risk, high-reward industries such as technology, which helps limit the

number of new entrants. Lastly, brand equity and customer loyalty play a large role in this segment as

consumers prefer to populate their homes with products from reputable, respectable, and well-known

companies, which also helps mitigate the threat of new entrants.

Threat of Substitute Products or Services – High

While the threat of substitute products or services is low considering that do-it-yourself (DIY),

despite the many available resources such as Houzz, ATGStores.com, and DIY ready, home furnishing

products are a time waste, typically lower quality, and are the only genuine alternatives to the home

furnishing industry in a traditional sense, the buyer’s ability to purchase similar items at similar prices

from a large number of companies (considering e-commerce) allows the threat of substitute products or

services to be of high severity. Moreover, non-specialized retailers such as Walmart and Target, discount

and mass merchandise retailers, and online only retailers potentially sell a large majority of comparable

products. Switching costs are moderate, however, as home furnishing items and accessories are best

purchased from one source at one time to ensure consistency and suitability. Nonetheless, home

furnishing products, due to their somewhat commoditized nature, increase the buyer’s propensity to

search for the best available deals and potential substitutes.

Bargaining Power of Customers – High

The vast array of substitute products within the home furnishing sub- industry provides customers

with a high degree of bargaining power. Moreover, home-related product purchases are generally faced

with high buyer price sensitivity and a consequential race to the bottom in terms of industry pricing.

Extensive information is available regarding home furnishing products, which can be found online (i.e.

review sites, blogs, white pages.) and people familiar with the products, which further increases the

bargaining power of customers.

Bargaining Power of Suppliers – Low

The bargaining power of suppliers is very low for Bed Bath & Beyond considering that in fiscal

2013, the Company purchased its merchandise from approximately 8,300 suppliers with the Company’s

largest supplier accounting for approximately 5% of the Company’s merchandise purchases and the

Company’s 10 largest suppliers accounting for approximately 17% of such purchases. With this in mind,

the volatile international economic environment is of little concern to Bed Bath & Beyond since the

Company purchases substantially all of its merchandise in the United States, the majority from domestic

sources and the remaining products directly from overseas sources. On top of that, the Company has no

long term contracts for the purchase of merchandise. From the Company’s perspective, “the Company

PORTER’S FIVE FORCES

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believes that most merchandise, other than brand name goods, is available from a variety of sources and

that most brand name goods can be replaced with comparable merchandise,” demonstrating Bed Bath &

Beyond’s upper-hand in the relationship.

Intensity of Competitive Rivalry – High

Intensity of competitive rivalry within the specialty retail industry and home furnishing sub-

industry is high. The fragmented and innovative environment within which Bed Bath & Beyond operates

includes retail stores that sell many or most of the same products such as omnichannel retailers,

department stores, specialty stores, discount and mass merchandise stores, national chains and online and

multi-channel retailers. While many of these competitors carry many of the same product lines as Bed

Bath & Beyond, they do not typically offer the same brad and depth of products.

Considering Bed Bath & Beyond’s involvement within the consumer discretionary sector, and

specifically as a home furnishing retailer, the Company’s potential investment risks are as follows:

General economic factors beyond the Company’s control and changes in the economic

climate.

o Due to the Company’s high correlation (beta: 0.959) with the S&P 1500, any serious

changes in general economic factors have the ability to also affect the retail environment,

influence consumer spending, and thus Bed Bath & Beyond’s growth prospects.

Economic factors that are susceptible to market movements include: the housing markets,

recession, inflation, deflation, consumer credit availability, consumer debt levels, fuel

and energy costs, interest rates, tax rates and policy, unemployment trends, the impact of

natural disasters, civil disturbances and terrorist activities.

Emerging technologies as well as unanticipated changes in the pricing and other practices of

competitors.

o The retail business is highly competitive. The Company competes for customers,

employees, locations, merchandise, technology, services and other important aspects of

the business with many other local, regional and national retailers. Specifically, rapidly

evolving technologies are altering the manner in which the Company and its competitors

communicate and transact with customers. The Company’s execution of its own

omnichannel, multi-channel retailing, strategy in order to adapt to these changes, in

relation to its competitors’ actions as well as to its customers adoption of new

technology, presents a specific risk. Further risk is involved in unanticipated changes in

the pricing and other practices of the Company’s competitors, including promotional

activity and rapid price fluctuation enabled by technology.

The Company’s failure to anticipate and respond in a timely fashion to changes in

consumer preferences and demographic factors.

o The Company’s failure to anticipate, identify or react appropriately to changes in

customer tastes, preferences, shopping and spending patterns and other lifestyle decisions

could lead to, among other things, excess inventories or a shortage of products.

RISKS

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Unusual weather patterns.

o Consumer spending and company performance may be impacted by weather related

factors including, but not limited to: frequent or unusually heavy snow, ice or rain storms,

hurricanes, floods, tornados or extended periods of unseasonable temperatures.

A major disruption of the Company’s information technology systems.

o The Company’s operating results could be negatively impacted by a major disruption (i.e.

power outages, computer viruses, telecommunication failures, security breaches and other

catastrophic events) of the Company’s information technology systems. The Company

relies heavily on these systems to process transactions, manage inventory replenishment,

summarize results and control distribution of products.

Lack of supplier adherence to laws and/or standards might impact Company’s reputation.

o The Company purchases a majority of its merchandise from suppliers in the United States

and the small remaining portion directly from overseas sources. Lack of adherence on

behalf of one of the Company’s domestic or foreign suppliers with regards to labor,

environmental, health and safety laws and standards could negatively impact the

Company’s reputation.

Present and future business acquisitions.

o Despite the Company’s careful evaluation and planning for the integration of newly

acquired businesses, acquiring a company carries inherent risks including: loss of key

personnel, undisclosed or subsequently arising liabilities; challenges in the successful

integration of operations, aligning standards, policies and systems; and inefficient

allocation of management resources in order to mitigate integration issues.

The Company’s ability to open new stores, develop its omnichannel capabilities and operate

profitably.

o Due to the Company’s success relying, in part, on their ability to generate additional

revenue through opening new stores and developing its omnichannel

capabilities/platform, the Company’s performance might adversely be affected by sub-

optimal/inadequate: identification and availability of suitable store locations, negotiation

of leases, hiring and training of skilled store operating personnel (management), and

timely development of new stores, including the availability of construction materials and

labor and the absence of significant construction and other delays in store openings based

on weather or other events. The Company’s ability to develop its omnichannel

capabilities will depend on a number of factors, including its assessment and

implementation of changing technologies, which increases the cost of doing business.

Changes in statutory, regulatory, and other financial/legal requirements (i.e. accounting

rules, regulations, and tax laws) at a local, state or provincial and national level.

o Changes in the financial/legal landscape will result in compliance costs as well as the

possibility of government penalties and litigation in the event of deemed noncompliance.

Changes in the legal/financial landscape can take shape with regards to: product safety,

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environmental protection, privacy and information security, wage and hour laws, tax

rates, federally insured limits, etc.

The valuation developed for Bed Bath & Beyond incorporates the income approach with a

corresponding discounted cash flow analysis as well as the market approach with a corresponding relative

valuation utilizing comparable companies. Since a company is only worth what the market is willing to

pay for it, the ultimate target price is an integration of the relative valuation, at a 50% weight, and

discounted cash flow analysis, 50% weight. After determining a relative valuation price of $88.54 and a

discounted cash flow analysis price of $79.26, I applied the aforementioned weights and derived an my

ultimate target price of $83.90, which implies a 24.6% premium to the current price of Bed Bath &

Beyond at $67.34 as of 11/01/14. The target price was generated from the following relative valuation and

discounted cash flow assumptions and calculations, which will be explained in that order.

Relative Valuation

The relative valuation incorporated comparable companies operating specifically within

the home furnishing sub-industry in which Bed Bath & Beyond competes, as well as companies

operating within the home improvement sub-industry, which both fall under the specialty retail

industry and consumer discretionary sector. The home furnishing sub-industry, a $21.6 billion

sub-industry, is comprised of nine companies, one being Bed Bath & Beyond, and the other eight

being Aaron’s Inc., Haverty Furniture Companies, Kirkland’s Inc., Mattress Firm Holding Corp.,

Pier 1 Imports Inc., Restoration Hardware Holdings Inc., Select Comfort Corp., and Williams

Sonoma Inc. This portion of the relative valuation compares all of the aforementioned companies

using EV/EBITDA (TTM), P/E (TTM), P/E (Forward), and PEG multiples, which are commonly

utilized multiples in the specialty retail industry and were all given equal weight based on the

mean rather than the median. The home furnishing sub-industry comparables above were

weighted at 90% of the average implied share price.

Due to the interrelatedness of the specialty retail industry, and specifically the close

relationship of the home furnishing and home improvement, the home improvement sub-industry

was weighted at 10% of the average implied share price. The home improvement sub-industry is

VALUATION

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a $174.9 billion sub-industry, which is comprised of five companies including Home Depot Inc.,

Lowe’s Companies Inc., Lumber Liquidators Holdings Inc., Sears Hometown and Outlet Stores

Inc., and the Tile Shop Holdings Inc., which were all compared and assessed, except Lumber

Liquidator Holdings Inc. due to its very different core business operations and product offerings,

in the relative valuation. This portion of the relative valuation compares all of the aforementioned

companies, beside Lumber Liquidators Holdings Inc., using EV/EBITDA (TTM), P/E (TTM),

P/E (Forward), and PEG multiples, which are commonly utilized multiples in the specialty retail

industry and were all given equal weight based on the mean and rather than the median. Since

Bed Bath & Beyond makes up over 54% of the home furnishing sub-industry, constricting the

number of comparable companies based on fundamentals such as market capitalization was

deemed an irrational, inapplicable, and unrealistic approach, thus resulting in a comprehensive

and elaborate relative valuation.

The relative valuation yielded an average implied share price of $88.54, which offers an

implied premium of 31.48% to the current $67.34 share price of Bed Bath & Beyond as of

11/01/14.

(Refer to Relative Valuation Table on page 24)

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Weighted Average Cost of Capital (WACC)

The discounted cash flow analysis was calculated by projecting the present value of Bed Bath &

Beyond’s unlevered free cash flow (Cash Flow from Operations + Investment in Working Capital +

Investment in Property, Plant & Equipment) for the next five years (2015 – 2019) and adding this

discounted cash stream to an ultimate discounted terminal value in 2019, equating to the enterprise value

of the company. The market value of the Company is derived by taking the enterprise value and adding

back the cash & cash equivalents and deducting the book value of debt. In discounting the unlevered free

cash flow for 2015 – 2019, a weighted average cost of capital (WACC) otherwise known as a required

rate of return was calculated, as shown below.

The WACC calculation is determined by adding the cost of preferred equity to the cost of debt

and the cost of equity. In the case of Bed Bath & Beyond’s cost of preferred equity, since there was no

preferred equity outstanding, there was no associated cost. With regard to the cost of debt, the Company

issued three series of unsecured senior notes totaling $1.5 billion on July 15, 2014. The three series of

debt are broken out as following: $300 million issued at 3.749% maturing in 2024, $300 million issued at

4.915% maturing in 2034, and $900 million issued at 5.165% maturing in 2044. After calculating a

weighted cost of debt for Bed Bath & Beyond’s only outstanding debt to date ($1.5 billion), a 3.00%

after-tax cost of debt was calculated, which factors in the interest tax shield. With regard to the

Company’s cost of equity (9.0%), a capital asset pricing model was utilized and calculated as follows:

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Market risk premium: Applied a conservative market risk premium of 7.0%

Beta: Applied a weighted average of six adjusted betas – two of which were personally

obtained by running a regression analysis and comparing the relationship of the daily and

weekly holding period returns of Bed Bath & Beyond to the GSPC (S&P 500 index). The

four remaining beta results were calculated using Bloomberg – two of which were

obtained by comparing the daily and weekly holding period returns of Bed Bath &

Beyond to the SPR (S&P 1500 index) and two of which were obtained by comparing the

daily and weekly holding period returns of Bed Bath & Beyond to the SPX (S&P 500

index). Bloomberg provided adjusted as well as raw beta figures, yet for the two

personally calculated beta figures, an adjusted beta was calculated based on the following

information.

o The adjusted beta is an estimate of a security's future Beta. Adjusted Beta is

initially derived from historical data, but modified by the assumption that a

security's true Beta will move towards the market average, of 1, over time. The

formula used to adjust Beta is: (0.67) x Raw Beta + (0.33) x 1.0

Source: Bloomberg

Risk Free Rate: The risk free rate at 2.21% is applied in relation to the rate, as of

11/01/14, on a 10 year treasury note.

Bloomberg: Bloomberg’s cost of equity is 9.0%, which was averaged with the personally

calculated cost of equity at 9.0% as well.

Ultimately, the weighted average cost of capital was derived by averaging Bloomberg’s WACC

(8.2%) with the personally calculated WACC (8.3%), which took into account the current capital

structure of Bed Bath & Beyond at 89.1% equity considering a market capitalization of $11.5 billion and

10.9% debt considering debt amounted to its $1.5 billion long-term notes, with no short-term debt to

speak of, resulting in an averaged and implemented weighted average cost of capital of 8.26%.

(Refer to WACC Calculation on page 26)

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Discounted Cash Flow Analysis

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Discounted Cash Flow Analysis – Cash Flow Drivers

Scenario1’s (Base Case)

revenue growth at 6.5% is

averaged with the analyst

estimates of 3.65% over

the next year to derive at

an incorporated revenue

growth rate for the DCF

Analysis of 5.065% over

2015 – 2019, which

contributes 50% to the

ultimate share price of the

Company.

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Assumptions/Drivers of the Discounted Cash Flow Analysis:

o DCF Weighting: Scenario 1’s revenue growth assumption at 6.5% for the next five years, which

is more than 20% less than the historical average, is a conservative estimate and safe assumption

especially considering the future growth prospects ahead such as store development, omnichannel

retailing, share repurchasing program, and international expansion. Nonetheless, analysts estimate

revenue growth to be 3.63% over the next year. With this in mind, I decided to average the 6.5%

revenue growth assumption (which is 20% discounted based off historical performance) and the

3.63% revenue growth based off analyst estimates to equal an implemented revenue growth rate

of 5.065%. The DCF Analysis portion contributes to 50% of the ultimate target share price for the

Company.

o Revenue Growth: The compounded annual growth rate of Bed Bath & Beyond’s revenue

throughout the last seven years between 2007 – 2014 has been 8.2%, which includes the

recession of ’08 - ‘09. Considering Scenario 1’s assumption at 6.5% revenue growth for

the next five years, which is more than 20% less than the historical average, this is a

conservative estimate and safe assumption especially considering the future growth

prospects ahead such as store development, omnichannel retailing, share repurchasing

program, and international expansion. Nonetheless, analysts estimate revenue growth to

be 3.63% over the next year. With this in mind, I decided to average the 6.5% revenue

growth assumption (which is 20% discounted based off historical performance) and the

3.63% revenue growth based off analyst estimates to equal an implemented revenue

growth rate of 5.065%. I believe revenue growth at 6.5% over the next three years is

achievable given the domestic 1,300 store development agenda, international expansion

opportunities, and increased online sales. With this in mind, “currently, about 3% of Bed

Bath & Beyond's revenue is created from e-commerce and online sales of furniture and

home furnishing products is expected to rise from $17.7 billion in 2012 to $31 billion in

2016. In the same period, health and personal care sales are expected to increase from

$11 billion to $19 billion. All these are industries in which Bed Bath & Beyond thrives.

As a result, Canaccord Financial believes that Bed Bath & Beyond can increase its e-

commerce revenue to 10% of total revenue by the end of fiscal 2015.” Clearly, while Bed

Bath & Beyond is a value play more so than the embodiment of a growth story, the

market is undervaluing the Company’s digital business and ability to compete with online

retailers.

o COGS (% of Revenue): The projected cost of goods sold at 59.28% of revenue was determined

calculating a weighted average of the cost of goods sold as a percentage of revenue during the

five previous years 2010 – 2014 as noted in the Key Cash Flow Drivers table above. In year 2015,

COGS was projected at the Company’s historical average 59.28% of revenue and each year

forward the COGS as a percentage of revenue increases by .5% to conservatively account for

potential material and other related costs, ending year 2019 with a COGS at 60.47% of revenue.

o SG&A (% of Revenue): The projected selling, general, and administrative costs at 26.17% of

revenue was determined calculating a weighted average of the selling, general, and

administrative costs as a percentage of revenue during the five previous years 2010 – 2014 as

noted in the Key Cash Flow Drivers table above. In year 2015, SG&A was projected at the

Company’s historical average 26.17% of revenue and each year forward the SG&A as a

percentage of revenue increases by .5% to conservatively account for potential labor and other

related costs, ending year 2019 with SG&A at 26.69 % of revenue.

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o Depreciation, Depletion, & Amortization (% of Revenue): The projected depreciation, depletion,

& amortization costs at 2.01% of revenue was determined calculating a weighted average of the

depreciation, depletion, & amortization costs as a percentage of revenue during the five previous

years 2010 – 2014 as noted in the Key Cash Flow Drivers table above. In year 2015, depreciation,

depletion, & amortization costs were projected at the Company’s historical average 2.01% of

revenue, which is held consistent each year forward through 2019 as there are no identified

reasons to assume otherwise.

o Minority Interests (% of Revenue): The projected minority interests at 0.00% of revenue was

determined calculating a weighted average of the minority interests as a percentage of revenue

during the five previous years 2010 – 2014 as noted in the Key Cash Flow Drivers table above. In

year 2015, minority interests were projected at the Company’s historical average 0.00% of

revenue and held consistent for each year forward until 2019 as there are no identified reasons to

assume otherwise.

o Tax Rate (% of Revenue): The projected tax rate at 37.96% of revenue was determined calculating

a weighted average of the tax rate as a percentage of revenue during the five previous years 2010

– 2014 as noted in the Key Cash Flow Drivers table above. In year 2015, the tax rate was

projected at the Company’s historical average 37.96% of revenue, which is held consistent each

year forward through 2019 as there are no identified reasons to assume otherwise.

o Net Working Capital (% of Revenue): The projected cost of goods sold at 10.84% of revenue was

determined calculating a weighted average of the net working capital as a percentage of revenue

during the five previous years 2010 – 2014 as noted in the Key Cash Flow Drivers table above. In

year 2015, COGS was projected at the Company’s historical average 10.84% of revenue and each

year forward the net working capital as a percentage of revenue increases by .5% to

conservatively account for a potential increased requirement to hold more inventory and other

current assets. In year 2019, the net working capital as a percentage of revenue totals 11.05% of

revenue.

o Capital Expenditures (% of Revenue): The projected capital expenditures at 2.45% of revenue

was determined calculating a weighted average of the capital expenditures as a percentage of

revenue during the five previous years 2010 – 2014 as noted in the Key Cash Flow Drivers table

above. In year 2015, capital expenditures was projected at the Company’s historical average

2.45% of revenue and each year forward the capital expenditures as a percentage of revenue

increases by .5% to conservatively account for a potential increased investment in new store

locations, omnichannel platforms, and international expansion. In year 2019, the capital

expenditures as a percentage of revenue totals 2.50% of revenue.

o Discount Factor: Midyear convention is implemented in discounting the unlevered FCFOA to

better account for the current time period (November) and the fact that we are halfway through

the first year of the DCF analysis.

o Terminal Growth: Terminal growth rate at year 2019 is set at the standard-practice 3.0%.

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Bed Bath & Beyond Company Website

Quarterly and Annual Statements (Form 10-Q, Form 8-K, Form 10-K)

Bloomberg

Morningstar

Schwab

Yahoo Finance

Global Newswire

MarketWatch

U.S. Bureau of Labor Statistics | Division of Labor Force Statistics

Commerce Department

Freddie Mac

Fannie Mae

Bureau of Economic Analysis

New York Federal Reserve Quarterly Report on Household Debt and Credit

The Conference Board

o Sensitivity Analysis #1 takes COGS and SG&A into consideration over the next five

years on the premise that the WACC remains 8.26% and revenue growth averages

5.065%.

SOURCES

EXHIBITS

79.26 57.5% 58.0% 58.5% 60.0% 60.5% 61.0%

25.0% $105.5 $101.0 $96.6 $83.2 $78.7 $74.3

25.5% $101.0 $96.6 $92.1 $78.7 $74.3 $69.8

26.0% $96.6 $92.1 $87.7 $74.3 $69.8 $65.4

27.0% $87.7 $83.2 $78.7 $65.4 $60.9 $56.5

27.5% $83.2 $78.7 $74.3 $60.9 $56.5 $52.0

28.0% $78.7 $74.3 $69.8 $56.5 $52.0 $47.5

Sensitivty Anlaysis #1

SG

&A

(%

of

Re

ve

nu

e)

Average COGS (% of Revenue) from 2015 - 2019

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o Sensitivity Analysis #2 takes Revenue Growth and WACC into consideration over

the next five years on the premise that the other key cash flow drivers remain

unchanged.

S

Source: Schwab

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For 3Q ’15, scheduled for December 17, 2014, analysts estimate BBBY will earn $1.19

non-GAAP per share, an increase of 6.28% over the prior year quarter non-GAAP results.

Source: Schwab

For 3Q ’15, scheduled for January 8, 2015, analysts estimate BBBY will generate

revenues of $3.0 billion, an increase of 3.5% over the prior year third quarter results.

BBBY has increased revenue 9.8% on an annualized five year growth rate basis.

Stock Price Performance Graph

Source: Bed Bath & Beyond 2014 Form 10-K

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The graph shown above compares the performance of the Company’s common stock with

that of the S&P 500 Index, the S&P Specialty Retail Index and the S&P Retail Composite

Index over the same period (assuming the investment of $100 in the Company’s common

stock and each of the three Indexes on February 28, 2009, and the reinvestment of

dividends, if any).

Source: S&P Capital IQ

Bed Bath & Beyond’s historical financial performance is

unparalleled - the Company’s revenue, net income margin,

return on assets, and return on equity increased each year from

2005-2014, except for fiscal 2009 (February ’09) margins,

despite the tough, unfavorable macro-economic landscape.

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Revenue Estimates

Source: Schwab

Source: Energy Information Administration

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Source: Schwab

Financial Statements

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