CHEWY, INC., 10-K filed on 3/22/2023
Annual Report
v3.23.1
Cover Page - USD ($)
$ in Billions
 12 Months Ended
Jan. 29, 2023
Mar. 15, 2023
Jul. 29, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 29, 2023    
Current Fiscal Year End Date --01-29    
Document Transition Report false    
Entity File Number 001-38936    
Entity Registrant Name CHEWY, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 90-1020167    
Entity Address, Address Line One 7700 West Sunrise Boulevard    
Entity Address, City or Town Plantation    
Entity Address, State or Province FL    
Entity Address, Postal Zip Code 33322    
City Area Code 786    
Local Phone Number 320-7111    
Title of 12(b) Security Class A Common Stock, par value $0.01 per share    
Trading Symbol CHWY    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 3.6
Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant's Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 29, 2023.    
Entity Central Index Key 0001766502    
Amendment Flag false    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   115,757,139  
Class B Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   311,188,356  
v3.23.1
Audit Information
 12 Months Ended
Jan. 29, 2023
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location Tempe, Arizona
v3.23.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Current assets:    
Cash and cash equivalents $ 330,441 $ 603,079
Marketable securities 346,944 0
Accounts receivable 126,349 123,510
Inventories 675,520 560,430
Prepaid expenses and other current assets 41,067 36,513
Total current assets 1,520,321 1,323,532
Property and equipment, net 478,738 367,166
Operating lease right-of-use assets 423,423 372,693
Goodwill 39,442 0
Other non-current assets 53,152 22,890
Total assets 2,515,076 2,086,281
Current liabilities:    
Trade accounts payable 1,030,882 883,316
Accrued expenses and other current liabilities 738,467 761,563
Total current liabilities 1,769,349 1,644,879
Operating lease liabilities 471,765 410,168
Other long-term liabilities 60,005 16,498
Total liabilities 2,301,119 2,071,545
Commitments and contingencies (Note 7)
Stockholders’ equity:    
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding as of January 29, 2023 and January 30, 2022 0 0
Additional paid-in capital 2,171,247 2,021,310
Accumulated deficit (1,961,543) (2,010,775)
Total stockholders’ equity 213,957 14,736
Total liabilities and stockholders’ equity 2,515,076 2,086,281
Class A Common Stock    
Stockholders’ equity:    
Common stock 1,141 1,089
Class B Common Stock    
Stockholders’ equity:    
Common stock $ 3,112 $ 3,112
v3.23.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jan. 29, 2023
Jan. 30, 2022
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 5,000,000 5,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 1,500,000,000 1,500,000,000
Common stock, issued (in shares) 114,160,531 108,918,032
Common stock, outstanding (in shares) 114,160,531 108,918,032
Class B common stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 395,000,000 395,000,000
Common stock, issued (in shares) 311,188,356 311,188,356
Common stock, outstanding (in shares) 311,188,356 311,188,356
v3.23.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Income Statement [Abstract]      
Net sales $ 10,098,939 $ 8,890,773 $ 7,146,264
Cost of goods sold 7,268,034 6,517,191 5,325,457
Gross profit 2,830,905 2,373,582 1,820,807
Operating expenses:      
Selling, general and administrative 2,125,766 1,826,858 1,397,969
Advertising and marketing 649,386 618,902 513,302
Total operating expenses 2,775,152 2,445,760 1,911,271
Income (loss) from operations 55,753 (72,178) (90,464)
Interest income (expense), net 9,291 (1,639) (2,022)
Other expense, net (13,166) 0 0
Income (loss) before income tax provision 51,878 (73,817) (92,486)
Income tax provision 2,646 0 0
Net income (loss) $ 49,232 $ (73,817) $ (92,486)
Earnings (loss) per share attributable to common Class A and Class B stockholders:      
Basic (in dollars per share) $ 0.12 $ (0.18) $ (0.23)
Diluted (in dollars per share) $ 0.12 $ (0.18) $ (0.23)
Weighted-average common shares used in computing earnings (loss) per share:      
Basic (in shares) 422,331 417,218 407,240
Diluted (in shares) 427,770 417,218 407,240
v3.23.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
shares in Thousands, $ in Thousands
Total
Class A and Class B Common Stock
Additional Paid-in Capital
Accumulated Deficit
Balance at beginning of period (in shares) at Feb. 02, 2020   401,368    
Balance at beginning of period at Feb. 02, 2020 $ (403,974) $ 4,014 $ 1,436,484 $ (1,844,472)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Issuance of Class A common stock, net of offering costs (in shares)   5,865    
Issuance of Class A common stock, net of offering costs 318,388 $ 59 318,329  
Share-based compensation expense 121,265   121,265  
Vesting of share-based compensation awards (in shares)   7,533    
Vesting of share-based compensation awards 0 $ 74 (74)  
Distribution to parent (in shares)   280    
Distribution to parent 0 $ 3 (3)  
Contribution from PetSmart 1,300   1,300  
Tax sharing agreement with related parties 53,503   53,503  
Net income (loss) (92,486)     (92,486)
Balance at end of period (in shares) at Jan. 31, 2021   415,046    
Balance at end of period at Jan. 31, 2021 (2,004) $ 4,150 1,930,804 (1,936,958)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Share-based compensation expense 77,772   77,772  
Vesting of share-based compensation awards (in shares)   4,873    
Vesting of share-based compensation awards 0 $ 49 (49)  
Distribution to parent (in shares)   187    
Distribution to parent 0 $ 2 (2)  
Tax sharing agreement with related parties 12,785   12,785  
Net income (loss) (73,817)     (73,817)
Balance at end of period (in shares) at Jan. 30, 2022   420,106    
Balance at end of period at Jan. 30, 2022 14,736 $ 4,201 2,021,310 (2,010,775)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Share-based compensation expense 158,122   158,122  
Vesting of share-based compensation awards (in shares)   5,109    
Vesting of share-based compensation awards 0 $ 51 (51)  
Tax withholdings for share-based compensation awards (in shares)   (53)    
Tax withholdings for share-based compensation awards (2,475) $ (1) (2,474)  
Distribution to parent (in shares)   187    
Distribution to parent 0 $ 2 (2)  
Tax sharing agreement with related parties (5,658)   (5,658)  
Net income (loss) 49,232     49,232
Balance at end of period (in shares) at Jan. 29, 2023   425,349    
Balance at end of period at Jan. 29, 2023 $ 213,957 $ 4,253 $ 2,171,247 $ (1,961,543)
v3.23.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Cash flows from operating activities      
Net income (loss) $ 49,232 $ (73,817) $ (92,486)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization 83,307 55,009 35,664
Share-based compensation expense 158,122 77,772 121,265
Non-cash lease expense 39,470 32,958 25,996
Change in fair value of equity warrants 13,340 0 0
Other 1,069 595 306
Net change in operating assets and liabilities:      
Accounts receivable (2,735) (22,811) (20,221)
Inventories (115,090) (47,126) (195,496)
Prepaid expenses and other current assets (10,822) (18,931) (9,661)
Other non-current assets 1,114 (4,960) (442)
Trade accounts payable 147,566 104,951 95,316
Accrued expenses and other current liabilities 8,245 125,655 186,895
Operating lease liabilities (21,688) (19,850) (12,884)
Other long-term liabilities (1,558) (17,706) (1,497)
Net cash provided by operating activities 349,572 191,739 132,755
Cash flows from investing activities      
Capital expenditures (230,290) (183,186) (130,743)
Cash paid for acquisition of business, net of cash acquired (40,033) 0 0
Purchases of marketable securities (543,761) 0 0
Proceeds from maturities of marketable securities 200,000 0 0
Other (1,400) 0 (2,000)
Acquisition of assets 0 (10,086) 0
Cash reimbursements from PetSmart, net of advances 0 0 9,048
Net cash used in investing activities (615,484) (193,272) (123,695)
Cash flows from financing activities      
(Payments for) proceeds from tax sharing agreement with related parties (2,828) 43,714 23,212
Payments for tax withholdings related to vesting of share-based compensation awards (2,475) 0 0
Payment of debt modification costs (750) (1,584) 0
Principal repayments of finance lease obligations (673) (863) (703)
Proceeds from issuance of common stock, net of offering costs 0 0 318,388
Contribution from PetSmart 0 0 1,300
Net cash (used in) provided by financing activities (6,726) 41,267 342,197
Net (decrease) increase in cash and cash equivalents (272,638) 39,734 351,257
Cash and cash equivalents, as of beginning of period 603,079 563,345 212,088
Cash and cash equivalents, as of end of period 330,441 603,079 563,345
Supplemental disclosure of cash flow information      
Cash paid for interest $ 2,057 $ 2,051 $ 1,896
v3.23.1
Description of Business
 12 Months Ended
Jan. 29, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Chewy, Inc. and its wholly-owned subsidiaries (collectively “Chewy” or the “Company”) is a pure play e-commerce business geared toward pet products and services for dogs, cats, fish, birds, small pets, horses, and reptiles. Chewy serves its customers through its retail website, www.chewy.com, and its mobile applications and focuses on delivering exceptional customer service, competitive prices, outstanding convenience (including Chewy’s Autoship subscription program, fast shipping, and hassle-free returns), and a large selection of high-quality pet food, treats and supplies, and pet healthcare products.

The Company is controlled by a consortium including private investment funds advised by BC Partners and its affiliates, La Caisse de dépôt et placement du Québec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP and funds advised by Longview Asset Management, LLC (collectively, the “Sponsors”). The Company was controlled by PetSmart LLC (“PetSmart”), a wholly-owned subsidiary of the Sponsors, through February 11, 2021.
v3.23.1
Basis of Presentation and Significant Accounting Policies
 12 Months Ended
Jan. 29, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Basis of Presentation

The Company’s accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).

Fiscal Year

The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2022 fiscal year ended January 29, 2023 and included 52 weeks (“Fiscal Year 2022”). The Company’s 2021 fiscal year ended January 30, 2022 and included 52 weeks (“Fiscal Year 2021”). The Company’s 2020 fiscal year ended January 31, 2021 and included 52 weeks (“Fiscal Year 2020”).

Principles of Consolidation

The consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.

Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation and equity warrants. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents primarily consist of institutional money market funds, U.S. Treasury securities, certificates of deposit, and commercial paper and are carried at cost, which approximates fair value.
Concentration of Credit Risk

The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents.

Investments

The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities.

Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on the Company’s consolidated statements of operations.

Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s consolidated statements of operations.

The Company holds equity warrants giving it the right to acquire stock of other companies. These warrants are classified as derivative assets and are recorded within other non-current assets on the Company’s consolidated balance sheets with gains and losses recognized in other income (expense), net on the Company’s consolidated statements of operations. These warrants are subject to vesting requirements and the fair value established at contract inception is recognized as a deferred credit reported within other long-term liabilities on the Company’s consolidated balance sheets and is amortized as the vesting requirements are achieved. For more information, see Note 4 - “Financial Instruments”.

Accounts Receivable

The Company’s accounts receivable are comprised of customer and vendor receivables. The Company’s net customer receivables were $105.2 million and $102.1 million as of January 29, 2023 and January 30, 2022, respectively, and consist of credit and debit card receivables from banks, which typically settle within five business days. The Company’s vendor receivables were $21.1 million and $21.4 million as of January 29, 2023 and January 30, 2022, respectively. The Company does not maintain an allowance for doubtful accounts as neither historical losses on customer and vendor receivables nor future projected losses on such receivables have been or are expected to be significant.

Inventories

The Company’s inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value.

Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of goods sold and historical losses have not been significant.
Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term (including renewals that are reasonably assured) or the estimated useful lives of the improvements. For software application projects which develop new software or enhance existing licensed or internally-developed software, external costs and certain internal costs, including payroll and payroll-related costs of employees, directly associated with developing these software applications for internal use are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over the estimated useful life of the software when the project is substantially complete and ready for its intended use.

The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life

Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in the Company’s results of operations for the respective period. For more information, see Note 5 - “Property and Equipment, net”.

Leases

The Company has operating and finance lease agreements for its fulfillment and customer service centers, corporate offices, and certain equipment. The Company determines if an arrangement contains a lease at inception based on the ability to control a physically distinct asset. Operating and finance lease right-of-use assets are recorded in the consolidated balance sheets based on the initial measurement of the lease liability as adjusted to include prepaid rent and initial direct costs less any lease incentives received. Lease liabilities are measured at the commencement date based on the present value of the lease payments over the lease term. Lease payments are generally fixed but may include provisions for future rent increases based on a market index. The Company separately accounts for lease and non-lease components within lease agreements; the non-lease components primarily relate to common area maintenance for real estate leases. The Company uses its incremental borrowing rate to present value the lease liability as key inputs to determine the interest rate implicit in the lease are not shared by lessors.

Operating lease expense is recorded on a straight-line basis over the lease term. Right-of-use assets and lease liabilities for short-term leases are not recognized in the consolidated balance sheets. Payments for short-term leases are recognized in the consolidated statements of operations on a straight-line basis over the lease term.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company evaluates goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to first perform a qualitative assessment of its goodwill to determine whether it is necessary to perform a quantitative impairment test. If the Company concludes via the qualitative assessment that it is more likely than not that goodwill is impaired, management performs the quantitative impairment test to evaluate the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair values. An impairment charge is recorded for the amount by which the carrying amounts exceed the fair values of the reporting units, with the loss recognized not exceeding the total amount of goodwill. The Company did not record any goodwill impairment during the periods presented.
Intangible Assets

Intangible assets are recognized and recorded at their acquisition date fair values. Intangible assets are amortized on a straight-line basis over their estimated useful lives with amortization expense included within selling, general and administrative expenses in the consolidated statements of operations. The Company determined the useful lives of its intangible assets based on multiple factors including obsolescence, the make-up of the acquired customer base and expected attrition, and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Intangible assets, net of accumulated amortization, are included within other non-current assets on the consolidated balance sheets.

The estimated useful lives of intangible assets are as follows:
Developed technology
3 years

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For asset groups held and used, the carrying value of the asset group is considered recoverable when the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment charge would be recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. Impairment charges are recognized within selling, general and administrative expenses in the consolidated statements of operations. Impairment charges recorded by the Company were not material for Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020.

Accrued Expenses and Other Current Liabilities

The following table presents the components of accrued expenses and other current liabilities (in thousands):

As of
January 29, 2023January 30, 2022
Outbound fulfillment$369,661 $389,548 
Advertising and marketing99,593 86,285 
Accrued expenses and other269,213 285,730 
Total accrued expenses and other current liabilities$738,467 $761,563 

Self-Insurance Accruals

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs of medical and workers’ compensation claims. The Company periodically evaluates its level of insurance coverage and adjusts its insurance levels based on risk tolerance and premium expense. Liabilities for the risks the Company retains, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. The Company believes the actuarial methods are appropriate for measuring these self-insurance accruals. However, based on the number of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.
Defined Contribution Plans

The Company maintains a 401(k) defined contribution plan which covers all employees who meet minimum requirements and elect to participate. The Company is currently matching employee contributions, up to specified percentages of those contributions.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses and other current liabilities approximate fair value based on the short-term maturities of these instruments.

Loss Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed.

Revenue Recognition

Chewy recognizes revenues from product sales when the customer orders an item through Chewy’s website or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is shipped from one of the Company’s fulfillment centers and delivered to the carrier. Certain products are shipped directly from manufacturers to Chewy customers. For all of the preceding, the Company is considered to be a principal to these transactions and revenue is recognized on a gross basis as the Company is (i) the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and provides the primary customer service for all products sold on Chewy’s website or mobile applications, (ii) has inventory risk before the products have been transferred to a customer and maintains inventory risk upon accepting returns, and (iii) has discretion in establishing the price for the specified products sold on Chewy’s website or mobile applications.
Chewy primarily generates net sales from sales of pet food, pet products, pet medications and other pet health products, and related shipping fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. To encourage customers to purchase its products, the Company periodically provides incentive offers. Generally, these promotions include current discount offers, such as percentage discounts off current purchases and other similar offers. These offers, when accepted by customers, are treated as a reduction to the transaction price. Revenue typically consists of the consideration received from the customer when the order is executed less a refund allowance, which is estimated using historical experience.

Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

Cost of Goods Sold

Cost of goods sold includes the purchase price of inventory sold, freight costs associated with inventory, shipping supply costs, inventory shrinkage costs and valuation adjustments and reductions for promotions and discounts offered by the Company’s vendors.

Vendor Rebates

The Company has agreements with vendors to receive either percentage or volume rebates. Additionally, certain vendors provide funding for discounts relating to the Autoship subscription program which are passed on to the Company’s customers. The Company primarily receives agreed upon percentage rebates from vendors, however, certain of its vendor rebates are dependent upon reaching minimum purchase thresholds. In these instances, the Company evaluates the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, the Company records a portion of the rebate as it makes progress towards the purchase threshold. The Company also receives vendor funding in the form of advertising agreements related to general marketing activities. Amounts received from vendors are considered a reduction of the carrying value of the Company’s inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations.

Vendor Concentration Risk

The Company purchases inventory from several hundred vendors worldwide. Sales of products from the Company’s three largest vendors represented approximately 36%, 34%, and 33% of the Company’s net sales for Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, respectively.

Selling, General and Administrative

Selling, general and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal, and human resources; costs associated with use by these functions of facilities and equipment, such as depreciation expense and rent; share-based compensation expense, professional fees and other general corporate costs.

Fulfillment

Fulfillment costs represent those costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, and responding to inquiries from customers. For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020 the Company recorded fulfillment costs of $1.2 billion, $1.2 billion, and $871.0 million, respectively, which are included within selling, general and administrative expenses in the consolidated statements of operations. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards. For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, the Company recorded merchant processing fees of $207.2 million, $181.7 million, and $146.0 million, respectively, which are included within selling, general and administrative expenses in the consolidated statements of operations.
Share-Based Compensation

The Company recognizes share-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units subject to service-based and company performance-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of restricted stock units subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each restricted stock unit is amortized over the requisite service period.

Advertising and Marketing

Advertising and marketing expenses primarily consist of advertising and payroll and related expenses for personnel engaged in marketing, business development and selling activities. Advertising and marketing costs are expensed in the period that the advertising first takes place.

Interest Income (Expense), net

The Company generates interest income from its cash and cash equivalents and marketable securities and incurs interest expense from its borrowing facilities and finance leases. The following table provides additional information about the Company’s interest income (expense), net (in thousands):

Fiscal Year
202220212020
Interest income$11,865 $523 $146 
Interest expense(2,574)(2,162)(2,168)
Interest income (expense), net$9,291 $(1,639)$(2,022)

Other Income (Expense), net

The Company’s other income (expense), net consists of changes in the fair value of equity warrants and investments, foreign currency transaction gains and losses, and allowances for credit losses. The following table provides additional information about the Company’s other income (expense), net (in thousands):

Fiscal Year
202220212020
Change in fair value of equity warrants$(13,340)$— $— 
Foreign currency transaction gains174 — — 
Other expense, net$(13,166)$— $— 

Income and Other Taxes

Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax earnings and losses, differences between tax laws and accounting rules, statutory tax rates, uncertain tax positions, and valuation allowances. Valuation allowances are established when, in the Company’s judgment, it is more likely than not that its deferred tax assets will not be realized based on all available evidence. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

Chewy determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.
The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists. The Company maintains liabilities for potential exposure in states where taxability is uncertain and the Company did not collect sales tax.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

ASU 2022-04—Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. In September 2022, the FASB issued this Accounting Standards Update (“ASU”) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period. This update is effective at the beginning of the Company’s 2023 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this ASU to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update is effective at the beginning of the Company’s 2024 fiscal year, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements.
v3.23.1
Acquisitions
 12 Months Ended
Jan. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Petabyte Acquisition

On October 23, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Petabyte Technology Inc. (“Petabyte”), a Delaware corporation. Under the terms of the Merger Agreement, the Company and Petabyte effected a merger on November 7, 2022, and Petabyte became a wholly-owned subsidiary of the Company. Headquartered in Bellevue, Washington, Petabyte is a provider of cloud-based technology solutions to the veterinary sector and the acquisition is expected to further strengthen the Company’s pet healthcare product and service offering.

The following table reconciles the estimated purchase price to the cash paid for the acquisition, net of cash acquired (in thousands):

Estimated purchase price$43,281 
Less: cash acquired2,881 
Estimated purchase price, net of cash acquired40,400 
Less: amount due to sellers367 
Cash paid for acquisition of business, net of cash acquired$40,033 

The Petabyte transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce.
The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Assets acquired:
Cash and cash equivalents$2,881 
Accounts receivable104 
Goodwill39,442 
Identified intangible assets1,510 
Other current and non-current assets318 
Liabilities assumed:
Other current and long-term liabilities(974)
Estimated purchase price$43,281 

As of January 29, 2023, the purchase price allocation is considered preliminary and is subject to change based on the final value of the net assets acquired. Pro forma information for the Petabyte acquisition has not been provided as the impact was not material to the Company’s consolidated results of operations.

Based on a preliminary allocation, in connection with this acquisition the Company recorded goodwill of $39.4 million, none of which is anticipated to be deductible for tax purposes. The identified intangible assets consisted of $1.5 million of developed technology with an amortization period of 3.0 years.
v3.23.1
Financial Instruments
 12 Months Ended
Jan. 29, 2023
Investments, Debt and Equity Securities [Abstract]  
Financial Instruments Financial Instruments
Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during Fiscal Year 2022. Further, as of January 29, 2023, the Company did not record an allowance for credit losses related to its fixed income securities.

Equity investments in public companies that have readily determinable fair values are carried at fair value and are classified within Level 1 because they are valued using quoted market prices.

Equity warrants are classified within Level 3 of the fair value hierarchy because they are valued based on observable and unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. The Company utilized certain valuation techniques such as the Black-Scholes option-pricing model and the Monte Carlo simulation model to determine the fair value of equity warrants. The application of these models requires the use of a number of complex assumptions based on unobservable inputs, including the expected term, expected equity volatility, discounts for lack of marketability, cash flow projections, and probability with respect to vesting requirements.

The following table includes a summary of financial instruments measured at fair value as of January 29, 2023 (in thousands):

Level 1Level 2Level 3
Cash$300,441 $— $— 
Money market funds30,000 — — 
Cash and cash equivalents330,441 — — 
U.S. Treasury securities346,926 — — 
Equity investments18 — — 
Marketable securities346,944 — — 
Equity warrants— — 31,622 
Total financial instruments$677,385 $— $31,622 
The following table includes a summary of financial instruments measured at fair value as of January 30, 2022 (in thousands):

Level 1Level 2Level 3
Cash$401,119 $— $— 
Money market funds67,000 — — 
Commercial paper74,965 — — 
U.S. Treasury securities59,995 — — 
Cash and cash equivalents603,079 — — 
Total financial instruments$603,079 $— $— 

The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands):

Fiscal Year
2022
Beginning balance$— 
Equity warrants acquired44,962 
Change in fair value of equity warrants(13,340)
Ending balance$31,622 

As of January 29, 2023, the deferred credit recognized within other long-term liabilities in exchange for the equity warrants was $45.0 million and is subject to vesting requirements.

The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of January 29, 2023:

 Range
  Fair Value
(in thousands)		 Valuation Techniques Unobservable InputMinMaxWeighted Average
 Equity warrants$31,622 Black-Scholes and Monte Carlo Probability of vesting30%99%87%
Equity volatility35%85%80%
v3.23.1
Property and Equipment, net
 12 Months Ended
Jan. 29, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
The following is a summary of property and equipment, net (in thousands):

As of
January 29, 2023January 30, 2022
Furniture, fixtures and equipment$162,296 $132,727 
Computer equipment67,535 55,164 
Internal-use software138,123 95,302 
Leasehold improvements245,700 153,797 
Construction in progress93,534 85,043 
707,188 522,033 
Less: accumulated depreciation and amortization228,450 154,867 
Property and equipment, net$478,738 $367,166 
Internal-use software includes labor and license costs associated with software development for internal use. As of January 29, 2023 and January 30, 2022, the Company had accumulated amortization related to internal-use software of $56.5 million and $35.1 million, respectively.

Construction in progress is stated at cost, which includes the cost of construction and other directly attributable costs. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use.
For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, the Company recorded depreciation expense on property and equipment of $57.4 million, $40.5 million, and $28.3 million, respectively, and amortization expense related to internal-use software costs of $22.4 million, $14.2 million, and $7.4 million, respectively. The aforementioned depreciation and amortization expenses were included within selling, general and administrative expenses in the consolidated statements of operations.
v3.23.1
Identified Intangible Assets
 12 Months Ended
Jan. 29, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Identified Intangible Assets Identified Intangible Assets
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of January 29, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(3,767)$7,829 2.0
Total intangible assets$11,596 $(3,767)$7,829 2.0

For Fiscal Year 2022 and Fiscal Year 2021, the Company recorded amortization expense related to intangible assets of $3.5 million and $0.3 million, respectively. The future estimated amortization of intangible assets is as follows (in thousands):

Amortization Expense
2023$3,866 
20243,585 
2025378 
Total intangible asset amortization$7,829 
v3.23.1
Commitments and Contingencies
 12 Months Ended
Jan. 29, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Legal Matters
Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
International Business Machines Corporation (“IBM”) previously alleged that the Company is infringing four of its patents. On February 15, 2021, the Company filed a declaratory judgment action in the United States District Court for the Southern District of New York (the “District Court”) against IBM seeking the District Court’s declaration that the Company is not infringing the four IBM patents. On April 19, 2021, IBM filed an answer with counterclaims, alleging that the Company is infringing the four patents by operation of the Chewy.com website and mobile application, and seeking unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. The Company filed a motion to dismiss IBM’s claims against three of the patents on May 14, 2021. In response, IBM filed an amended complaint on May 24, 2021 that included an additional assertion that the Company is infringing a fifth IBM patent. On October 8, 2021, the parties had a claim construction hearing and on November 9, 2021, the claim construction rulings resulted in one of the five patents being eliminated from the case. The parties filed their motions for summary judgment which were fully briefed on February 24, 2022. A pre-trial conference was held on March 25, 2022 where the judge heard oral arguments on the motions for summary judgment. On April 11, 2022, the District Court granted the Company’s motions for summary judgment that the Company did not infringe three of the patents and that the fourth patent is invalid. On April 29, 2022, IBM filed a notice of appeal in the United States Court of Appeals for the Federal Circuit to appeal the District Court’s judgment. The appeal has been fully briefed by both parties. The Company continues to deny the allegations of any infringement and intends to vigorously defend itself in this matter.
v3.23.1
Debt
 12 Months Ended
Jan. 29, 2023
Debt Disclosure [Abstract]  
Debt Debt
ABL Credit Facility

On January 26, 2023, the Company amended its senior secured asset-based credit facility (the “ABL Credit Facility”) which matures on August 27, 2026 and now provides for non-amortizing revolving loans in an aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount of up to $250 million, subject to customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Company’s option, either a base rate or a term Secured Overnight Financing Rate (“SOFR”). The applicable margin is generally determined based on the average excess liquidity during the immediately preceding fiscal quarter as a percentage of the maximum borrowing amount under the ABL Credit Facility, and is between 0.25% and 0.75% per annum for base rate loans and between 1.25% and 1.75% per annum for term SOFR loans. The Company is also required to pay a commitment fee of 0.25% per annum with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility.

All obligations under the ABL Credit Facility are guaranteed on a senior secured first-lien basis by the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions, and secured, subject to permitted liens and other exceptions, by a perfected first-priority security interest in substantially all of the Company’s and its wholly-owned domestic subsidiaries’ assets.

The ABL Credit Facility contains a number of covenants that, among other things, restrict the Company’s and its restricted subsidiaries’ ability to:
•incur or guarantee additional debt and issue certain equity securities;
•make certain investments and acquisitions;
•make certain restricted payments and payments of certain indebtedness;
•incur certain liens or permit them to exist;
•enter into certain types of transactions with affiliates;
•merge or consolidate with another company; and
•transfer, sell or otherwise dispose of assets.

Each of these restrictions is subject to various exceptions.
In addition, the ABL Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0:1.0 if excess liquidity under the facility is less than the greater of 10% of the maximum borrowing amount and $72.0 million for a certain period of time. The ABL Credit Facility also contains certain customary affirmative covenants and events of default for facilities of this type, including an event of default upon a change in control. Based on the Company’s borrowing base as of January 29, 2023, which is reduced by standby letters of credit, the Company had $749.9 million of borrowing capacity under the ABL Credit Facility. As of January 29, 2023, the Company had no outstanding borrowings under the ABL Credit Facility.
v3.23.1
Leases
 12 Months Ended
Jan. 29, 2023
Leases [Abstract]  
Leases Leases
The Company leases all of its fulfillment and customer service centers and corporate offices under non-cancelable operating lease agreements. The terms of the Company’s real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service centers and corporate office leases expire at various dates through 2034, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases expire at various dates through 2025.

The Company’s finance leases as of January 29, 2023 and January 30, 2022 were not material and were included in property and equipment, net, on the Company's consolidated balance sheets. The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets (in thousands):

As of
LeasesBalance Sheet ClassificationJanuary 29, 2023January 30, 2022
Assets
OperatingOperating lease right-of-use assets$423,423 $372,693 
Total operating lease assets$423,423 $372,693 
Liabilities
Current
OperatingAccrued expenses and other current liabilities$27,611 $24,225 
Non-current
OperatingOperating lease liabilities471,765 410,168 
Total operating lease liabilities$499,376 $434,393 

For Fiscal Year 2022 and Fiscal Year 2021, assets acquired in exchange for new operating lease liabilities were $92.1 million and $96.1 million, respectively. Lease expense primarily related to operating lease costs and were included within selling, general and administrative expenses in the consolidated statements of operations. For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, the Company recorded lease expense of $90.8 million, $79.5 million, and $62.2 million of which short-term and variable lease payments were $18.7 million, $17.6 million, and $12.2 million respectively.

As of January 29, 2023, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 12.0 years and 8.4%, respectively. As of January 30, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 12.1 years and 8.6%, respectively.

Cash flows used in operating activities related to operating leases were approximately $76.7 million, $67.8 million, and $52.9 million for Fiscal Years 2022, 2021, and Fiscal Year 2020, respectively.

The table below presents the maturity of lease liabilities as of January 29, 2023 (in thousands):

Operating Leases
2023$63,438 
202465,882 
202566,429 
202667,615 
202765,649 
Thereafter483,023 
Total lease payments812,036 
Less: interest312,660 
Present value of lease liabilities$499,376 
The table above includes all locations for which the Company had the right to control the use of the property. In addition, as of January 29, 2023, the Company had lease arrangements which had not yet commenced with total future lease payments of $65.5 million. The lease term for these lease arrangements is approximately 15.9 years.

The Company maintains arrangements with certain local government agencies which provide for certain ad valorem tax incentives in connection with the Company’s capital investment in property, plant, and equipment purchases to outfit new facilities over a specified timeframe. To facilitate the incentives, the Company conveys the purchased equipment to the local government agency and will lease the equipment from such agency for nominal consideration. Upon termination of the lease, including early termination, the equipment will be conveyed to the Company for a nominal fee.
v3.23.1
Stockholders’ Equity (Deficit)
 12 Months Ended
Jan. 29, 2023
Equity [Abstract]  
Stockholders’ Equity (Deficit) Stockholders’ Equity (Deficit)
Common Stock

2020 Equity Offering

On September 21, 2020, the Company issued and sold 5,100,000 shares of Class A common stock in an underwritten public offering at a price of $54.40 per share to Morgan Stanley & Co. LLC, who acted as sole underwriter in the offering. The Company had granted the underwriter an option to purchase up to an additional 765,000 shares of Class A common stock at a price of $54.40 per share (“Option Shares”), which was exercised on September 30, 2020. The Company raised $318.4 million in net proceeds through the equity offering (including proceeds from the sale of the Option Shares) after deducting offering costs of approximately $0.6 million.

Voting Rights

Holders of the Company’s Class A and Class B common stock are entitled to vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of the Company, unless otherwise required by law or the Company’s amended and restated certificate of incorporation. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.

Dividends

Subject to the preferences applicable to any series of preferred stock, if any, outstanding, holders of Class A and Class B common stock are entitled to share equally, on a per share basis, in dividends and other distributions of cash, property or securities of the Company.

Liquidation

Subject to the preferences applicable to any series of preferred stock, if any, outstanding, in the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, all assets of the Company available for distribution to common stockholders would be divided among and paid ratably to holders of Class A and Class B common stock.

Conversion of Class B Common Stock

Voluntary Conversion

Each share of Class B common stock is convertible into one fully paid and nonassessable share of Class A common stock at the option of the holder thereof with the prior written consent of the Company.

On May 8, 2020, Buddy Chester Sub LLC, a wholly-owned subsidiary of PetSmart, converted 17,584,098 shares of the Company’s Class B common stock into Class A common stock. On May 11, 2020, Buddy Chester Sub LLC entered into a variable forward purchase agreement to deliver up to 17,584,098 shares of the Company’s Class A common stock at the exchange date, which is expected to be May 16, 2023. The number of shares to be issued will be based on the trading price of the common stock at that time.

On April 12, 2021, Argos Intermediate Holdco I Inc. (“Argos Holdco”) converted 6,150,000 shares of the Company’s Class B common stock into Class A common stock and sold such Class A common stock.
Automatic Conversion

All shares of Class B common stock shall automatically, without further action by any holder, be converted into an identical number of shares of fully paid and nonassessable Class A common stock (i) on the first trading day on or after the date on which the outstanding shares of Class B common stock constitute less than 7.5% of the aggregate number of shares of common stock then outstanding, or (ii) upon the occurrence of an event, specified by the affirmative vote (or written consent) of the holders of a majority of the then-outstanding shares of Class B common stock, voting as a separate class.

In addition, each share of Class B common stock will convert automatically into one share of Class A common stock (i) upon the sale or transfer of such share of Class B common stock, except for certain transfers described in the Company’s amended and restated certificate of incorporation, including transfers to affiliates of the holder and another holder of Class B common stock, or (ii) if the holder is not an affiliate of any of the Sponsors.

Preferred Stock

Preferred stock may be issued from time to time by the Company for such consideration as may be fixed by the board of directors. Except as otherwise required by law, holders of any series of preferred stock shall be entitled to only such voting rights, if any, as shall expressly be granted by the Company’s amended and restated certificate of incorporation.
v3.23.1
Share-Based Compensation
 12 Months Ended
Jan. 29, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
2022 Omnibus Incentive Plan

In July 2022, the Company’s stockholders approved the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”) replacing the Chewy, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2022 Plan became effective on July 14, 2022 and allows for the issuance of up to 40.0 million shares of Class A common stock and 1.0 million shares for new grants rolled over from the 2019 Plan. No awards may be granted under the 2022 Plan after July 2032. The 2022 Plan provides for the grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively the “awards”). The awards may be granted to (i) the Company’s employees, consultants, and non-employee directors, (ii) employees of the Company’s affiliates and subsidiaries, and (iii) consultants of the Company’s subsidiaries.

Service and Performance-Based Awards

The Company granted restricted stock units which vested upon satisfaction of both service-based vesting conditions and company performance-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for PRSUs over the requisite service period and accounted for forfeitures as they occur.

Service and Performance-Based Awards Activity

The following table summarizes the activity related to the Company’s PRSUs for Fiscal Year 2022 (in thousands, except for weighted average grant date fair value):

Number of PRSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 30, 20226,573 $36.16 
Granted86 $43.59 
Vested(4,090)$36.28 
Forfeited(363)$36.17 
Unvested and outstanding as of January 29, 20232,206 $36.22 
The following table summarizes the weighted average grant-date fair value of PRSUs and total fair value of vested PRSUs for the periods presented:

Fiscal Year
202220212020
Weighted average grant-date fair value of PRSUs$43.59 $80.85 $32.30 
Total fair value of vested PRSUs (in millions)$145.5 $318.2 $784.4 

As of January 29, 2023, total unrecognized compensation expense related to unvested PRSUs was $4.9 million and is expected to be recognized over a weighted-average expected performance period of 1.0 years.

During Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, vesting occurred for 0.2 million, 0.2 million, and 0.3 million PRSUs, respectively, previously granted to an employee of PetSmart. For accounting purposes, the issuance of Class A common stock upon vesting of these PRSUs is treated as a distribution to a parent entity because both the Company and PetSmart are controlled by affiliates of BC Partners.

The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of the Company’s Class A common stock on the date of grant.

Service-Based Awards

The Company granted restricted stock units with service-based vesting conditions (“RSUs”) which vested subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounted for forfeitures as they occur.

Service-Based Awards Activity

The following table summarizes the activity related to the Company’s RSUs for Fiscal Year 2022 (in thousands, except for weighted average grant date fair value):

Number of RSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 30, 20223,207 $68.96 
Granted10,405 $41.54 
Vested(1,206)$64.32 
Forfeited(1,593)$52.18 
Unvested and outstanding as of January 29, 202310,813 $45.56 

The following table summarizes the weighted average grant-date fair value of RSUs and total fair value of vested RSUs for the periods presented:

Fiscal Year
202220212020
Weighted average grant-date fair value of RSUs$41.54 $72.05 $48.28 
Total fair value of vested RSUs (in millions)$47.6 $19.5 $— 

As of January 29, 2023, total unrecognized compensation expense related to unvested RSUs was $379.5 million and is expected to be recognized over a weighted-average expected performance period of 2.8 years.

The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant.
As of January 29, 2023, there were 37.9 million additional shares of Class A common stock reserved for future issuance under the 2022 Plan.

Share-Based Compensation Expense

Share-based compensation expense is included within selling, general and administrative expenses in the consolidated statements of operations. The Company recognized share-based compensation expense as follows (in thousands):
Fiscal Year
202220212020
PRSUs$12,710 $27,423 $115,505 
RSUs145,412 50,349 5,760 
Total share-based compensation expense$158,122 $77,772 $121,265 
v3.23.1
Income Taxes
 12 Months Ended
Jan. 29, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. Income taxes as presented in the Company’s consolidated financial statements have been prepared based on Chewy’s separate return method. Prior to Fiscal Year 2020, the Company’s losses and tax attributes were included in PetSmart’s consolidated tax return activity at the U.S. federal level and any applicable state and local level.

Even though the Company is no longer a member of PetSmart’s consolidated filing group for federal income tax purposes, it continues to file a number of state income tax returns with PetSmart. In a year where Chewy generates losses, a portion of the state net operating losses that are included in the computation of the Chewy income tax provision are utilized on the combined filings with PetSmart. The Company has elected not to record such state net operating losses and net state tax credits that are used by PetSmart which otherwise would be recorded on a separate company basis. The Company has instead removed the hypothetical state operating losses and tax credits from its deferred tax rollforward through stockholders’ equity (deficit), which has no net impact as a result of the valuation allowance. For Fiscal Year 2022, Chewy generated taxable income. For Fiscal Year 2021 and Fiscal Year 2020, the losses used by PetSmart have not been recorded as detailed above.

When such time comes that it is proper to remove the valuation allowance against the Company’s deferred tax assets, the Company will be required to record the cumulative impact of removing the state net operating losses through both additional paid-in capital and deferred income tax benefit. As of January 29, 2023, the cumulative amount of hypothetical state net operating losses is $24.5 million and the hypothetical state tax credits are $5.2 million.

The Company has a current income tax provision for Fiscal Year 2022 of $2.6 million. It did not have a current or deferred provision for income taxes for any taxing jurisdiction during Fiscal Year 2021 and Fiscal Year 2020.

The Company’s effective income tax rate reconciliation is as follows for the periods presented:

Fiscal Year
202220212020
Federal statutory rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefit3.8 %10.9 %20.6 %
Change in tax rate2.5 %(0.2)%1.7 %
Share-based compensation(24.4)%73.0 %73.0 %
Tax credits(22.2)%36.1 %7.8 %
Other3.4 %(0.1)%0.9 %
Change in valuation allowance21.0 %(140.7)%(125.0)%
Effective rate5.1 %— %— %
The temporary differences which comprise the Company’s deferred taxes are as follows for the periods presented (in thousands):
As of
January 29, 2023January 30, 2022
Deferred tax assets:
Operating lease liabilities $129,786 $110,846 
Inventories10,897 7,239 
Share-based compensation37,085 29,672 
Accrued expenses and reserves13,468 16,718 
Net operating loss carryforwards177,627 181,843 
Tax credit carryforwards40,391 28,553 
Capitalized research expenditures36,535 — 
Other7,971 3,366 
Total deferred tax assets453,760 378,237 
Less: valuation allowance230,692 217,032 
Deferred tax assets, net of valuation allowance223,068 161,205 
Deferred tax liabilities:
Operating lease right-of-use assets109,827 95,102 
Depreciation107,014 64,545 
Prepaids6,227 1,558 
Total deferred tax liabilities223,068 161,205 
Net deferred tax assets$— $— 

Valuation Allowance

The valuation allowance increased by $13.7 million during Fiscal Year 2022. The increase in the valuation allowance primarily relates to: (i) an increase of $17.2 million relating to current year activity, partially offset by (ii) a decrease of $1.3 million relating to changes to the Company’s blended state tax rate, and (iii) a decrease of $2.2 million relating to miscellaneous adjustments to the Company’s deferred tax assets and liabilities,

Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 to eliminate current-year deductibility of research and experimentation (“R&E”), and software development costs, and instead requires taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable to R&E activity performed outside the United States). As of January 29, 2023, the Company recorded deferred tax assets of $36.5 million, before any valuation allowance, with respect to capitalized R&E expenditures.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods) in making this assessment. To fully utilize the net operating loss (“NOL”) and tax credit carryforwards the Company will need to generate sufficient future taxable income in each respective jurisdiction. Due to the Company’s history of losses, it is more likely than not that its deferred tax assets will not be realized as of January 29, 2023. Accordingly, the Company has established a full valuation allowance on its net deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. To the extent that a valuation allowance has been established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the valuation allowance will be released.

The following summarizes the activity related to valuation allowances on deferred tax assets (in thousands):
Fiscal Year
202220212020
Valuation allowance, as of beginning of period$217,032 $124,012 $242,974 
Valuation allowances established14,970 93,199 113,286 
Changes to existing valuation allowances(1,310)(179)1,528 
Reduction of valuation allowance as a result of deconsolidation— — (233,776)
Valuation allowance, as of end of period$230,692 $217,032 $124,012 
Net Operating Loss and Tax Credit Carryforwards

As of January 29, 2023, the Company had federal and state NOL carryforwards of $724.9 million and $562.3 million, respectively. The federal NOL carryforwards have no expiration and can only be used to offset 80% of the Company’s future taxable income. The state NOL carryforwards include $273.3 million with definitive expiration dates and $289.0 million with no expiration. The state NOLs are presented as an apportioned amount. NOLs generated in jurisdictions that were previously filed on a combined basis with PetSmart were reduced by $890.4 million in Fiscal Year 2020 under separate return accounting. Therefore, all NOLs reported as of January 29, 2023 consist of amounts generated in previously consolidated jurisdictions post-tax deconsolidation, and in jurisdictions with separate entity filing since Chewy’s nexus inception date.

As of January 29, 2023, the Company recorded deferred tax assets of $177.6 million, before any valuation allowance, with respect to federal and state NOL carryforwards. These deferred tax assets expire as follows (in thousands):

2023$112 
202491 
202534 
202656 
203158 
203221 
203351 
Thereafter13,299 
Indefinite163,905 
Total loss carryforwards$177,627 

The Company participates in various federal and state credit programs which provide credits against current and future tax liabilities. Credits not used in the current year are carried forward to future years. All credits reported as of January 29, 2023 consist of amounts generated in previously consolidated jurisdictions post-tax deconsolidation, and in jurisdictions with separate entity filing since Chewy’s nexus inception date.

As of January 29, 2023, the Company recorded a deferred tax asset of $40.4 million, before any valuation allowance, with respect to federal and state tax credit carryforwards. These deferred tax assets expire as follows (in thousands):


Year of ExpirationResearch and DevelopmentWork OpportunityQuality Jobs Tax CreditTotal
2025$112 $— $162 $274 
2026258 — 231 489 
20352,220 — — 2,220 
20363,725 — — 3,725 
20372,293 — — 2,293 
20406,754 417 — 7,171 
204111,588 1,142 — 12,730 
204211,439 50 — 11,489 
$38,389 $1,609 $393 $40,391 

As of January 29, 2023 and January 30, 2022, the Company did not have any uncertain tax positions. The Company may be subject to examination by the IRS and various states for the year ended February 3, 2019 and thereafter.
Tax Sharing Agreement
Concurrent with its initial public offering during Fiscal Year 2019, the Company, PetSmart, and Argos Holdco entered into a tax sharing agreement which governs the respective rights, responsibilities, and obligations of the Company, PetSmart, and Argos Holdco with respect to tax matters, including taxes attributable to PetSmart, entitlement to refunds, allocation of tax attributes, preparation of tax returns, certain tax elections, control of tax contests, and other tax matters regarding U.S. federal, state, and local income taxes.
During Fiscal Years 2022 and 2021, the Company paid $2.8 million and collected $43.7 million, respectively, pursuant to the tax sharing agreement. The tax sharing agreement was effectively terminated for federal income taxes upon tax deconsolidation with PetSmart, however, there may be future settlements upon final adjustments to the consolidated federal tax returns. The tax sharing agreement remains in effect for certain states in which the Company continues to file with Argos Holdco. As of January 29, 2023, the Company had a payable related to the tax sharing agreement of $5.3 million. As of January 30, 2022, the Company did not have a material outstanding position related to the tax sharing agreement.

Inflation Reduction Act

On August 16, 2022, the U.S enacted the Inflation Reduction Act which introduced new tax provisions, including a 15% corporate alternative minimum tax, a 1% excise tax on corporate stock buybacks, and several tax incentives to promote clean energy. The Company does not expect that these new tax provisions will have a material impact on its consolidated financial statements once the tax provisions become effective for tax years beginning on or after December 31, 2022.
v3.23.1
Earnings (Loss) per Share
 12 Months Ended
Jan. 29, 2023
Earnings Per Share [Abstract]  
Earnings (Loss) per Share Earnings (Loss) per Share
Basic and diluted earnings (loss) per share attributable to common stockholders are presented using the two-class method required for participating securities. Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings between common stock and participating securities. Undistributed earnings for the periods presented are calculated as net income (loss) less distributed earnings. Undistributed earnings are allocated proportionally to common Class A and Class B stockholders as both classes are entitled to share equally, on a per share basis, in dividends and other distributions. Basic and diluted earnings (loss) per share are calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares outstanding during the period.

The following table sets forth basic and diluted earnings (loss) per share attributable to common stockholders for the periods presented (in thousands, except per share data):

Fiscal Year
202220212020
Basic and diluted earnings (loss) per share
Numerator
Earnings (loss) attributable to common Class A and Class B stockholders$49,232 $(73,817)$(92,486)
Denominator
Weighted-average common shares used in computing earnings per share:
Basic422,331417,218407,240
Effect of dilutive share-based awards5,439——
Diluted427,770417,218407,240
Anti-dilutive share-based awards excluded from diluted common shares5,3779,77313,734
Earnings (loss) per share attributable to common Class A and Class B stockholders:
Basic$0.12 $(0.18)$(0.23)
Diluted$0.12 $(0.18)$(0.23)
v3.23.1
Certain Relationships and Related Party Transactions
 12 Months Ended
Jan. 29, 2023
Related Party Transactions [Abstract]  
Certain Relationships and Related Party Transactions Certain Relationships and Related Party Transactions
Certain of the Company’s healthcare operations are conducted through a wholly-owned subsidiary of PetSmart for which the Company and PetSmart entered into a services agreement which provides for the payment of a management fee due from PetSmart. The Company recognized $6.7 million, $25.5 million and $40.1 million within net sales in the consolidated statements of operations for the services provided during Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, respectively.
The Company’s consolidated financial statements include management fee expenses of $1.3 million allocated to the Company by PetSmart for organizational oversight and certain limited corporate functions provided by its sponsors for Fiscal Year 2020. Allocated costs are included within selling, general and administrative expenses in the consolidated statements of operations.
As of January 29, 2023, the Company had a net payable to PetSmart of $4.9 million, which was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. As of January 30, 2022, the Company had a net receivable from PetSmart of $2.5 million, which was included in prepaid expenses and other current assets on the Company’s consolidated balance sheets.

PetSmart Guarantees

PetSmart previously provided a guarantee of payment with respect to certain equipment and other leases that the Company entered into and served as a guarantor in respect of the Company’s obligations under a credit insurance policy in favor of certain of the Company’s suppliers. As of January 29, 2023, all such guarantees had been released, with the exception of guarantees pertaining to one of the Company’s lease agreements.
v3.23.1
Basis of Presentation and Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 29, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The Company’s accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).
Fiscal Year
Fiscal Year

The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2022 fiscal year ended January 29, 2023 and included 52 weeks (“Fiscal Year 2022”). The Company’s 2021 fiscal year ended January 30, 2022 and included 52 weeks (“Fiscal Year 2021”). The Company’s 2020 fiscal year ended January 31, 2021 and included 52 weeks (“Fiscal Year 2020”).
Principles of Consolidation Principles of Consolidation The consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
Use of Estimates

GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.

Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation and equity warrants. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.
Cash and Cash Equivalents
Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents primarily consist of institutional money market funds, U.S. Treasury securities, certificates of deposit, and commercial paper and are carried at cost, which approximates fair value.
Concentration of Credit Risk Concentration of Credit Risk The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents.
Investments
Investments

The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities.

Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on the Company’s consolidated statements of operations.

Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s consolidated statements of operations.

The Company holds equity warrants giving it the right to acquire stock of other companies. These warrants are classified as derivative assets and are recorded within other non-current assets on the Company’s consolidated balance sheets with gains and losses recognized in other income (expense), net on the Company’s consolidated statements of operations. These warrants are subject to vesting requirements and the fair value established at contract inception is recognized as a deferred credit reported within other long-term liabilities on the Company’s consolidated balance sheets and is amortized as the vesting requirements are achieved. For more information, see Note 4 - “Financial Instruments”.
Accounts Receivable Accounts Receivable The Company’s accounts receivable are comprised of customer and vendor receivables. The Company’s net customer receivables were $105.2 million and $102.1 million as of January 29, 2023 and January 30, 2022, respectively, and consist of credit and debit card receivables from banks, which typically settle within five business days. The Company’s vendor receivables were $21.1 million and $21.4 million as of January 29, 2023 and January 30, 2022, respectively. The Company does not maintain an allowance for doubtful accounts as neither historical losses on customer and vendor receivables nor future projected losses on such receivables have been or are expected to be significant.
Inventories
Inventories

The Company’s inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value.
Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of goods sold and historical losses have not been significant.
Property and Equipment, net
Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term (including renewals that are reasonably assured) or the estimated useful lives of the improvements. For software application projects which develop new software or enhance existing licensed or internally-developed software, external costs and certain internal costs, including payroll and payroll-related costs of employees, directly associated with developing these software applications for internal use are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over the estimated useful life of the software when the project is substantially complete and ready for its intended use.

The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life

Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in the Company’s results of operations for the respective period. For more information, see Note 5 - “Property and Equipment, net”.
Leases
Leases

The Company has operating and finance lease agreements for its fulfillment and customer service centers, corporate offices, and certain equipment. The Company determines if an arrangement contains a lease at inception based on the ability to control a physically distinct asset. Operating and finance lease right-of-use assets are recorded in the consolidated balance sheets based on the initial measurement of the lease liability as adjusted to include prepaid rent and initial direct costs less any lease incentives received. Lease liabilities are measured at the commencement date based on the present value of the lease payments over the lease term. Lease payments are generally fixed but may include provisions for future rent increases based on a market index. The Company separately accounts for lease and non-lease components within lease agreements; the non-lease components primarily relate to common area maintenance for real estate leases. The Company uses its incremental borrowing rate to present value the lease liability as key inputs to determine the interest rate implicit in the lease are not shared by lessors.

Operating lease expense is recorded on a straight-line basis over the lease term. Right-of-use assets and lease liabilities for short-term leases are not recognized in the consolidated balance sheets. Payments for short-term leases are recognized in the consolidated statements of operations on a straight-line basis over the lease term.
Goodwill
Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company evaluates goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to first perform a qualitative assessment of its goodwill to determine whether it is necessary to perform a quantitative impairment test. If the Company concludes via the qualitative assessment that it is more likely than not that goodwill is impaired, management performs the quantitative impairment test to evaluate the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair values. An impairment charge is recorded for the amount by which the carrying amounts exceed the fair values of the reporting units, with the loss recognized not exceeding the total amount of goodwill. The Company did not record any goodwill impairment during the periods presented.
Intangible Assets Intangible AssetsIntangible assets are recognized and recorded at their acquisition date fair values. Intangible assets are amortized on a straight-line basis over their estimated useful lives with amortization expense included within selling, general and administrative expenses in the consolidated statements of operations. The Company determined the useful lives of its intangible assets based on multiple factors including obsolescence, the make-up of the acquired customer base and expected attrition, and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Intangible assets, net of accumulated amortization, are included within other non-current assets on the consolidated balance sheets.
Impairment of Long-Lived Assets Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For asset groups held and used, the carrying value of the asset group is considered recoverable when the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment charge would be recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. Impairment charges are recognized within selling, general and administrative expenses in the consolidated statements of operations.
Self-Insurance Accruals
Self-Insurance Accruals

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs of medical and workers’ compensation claims. The Company periodically evaluates its level of insurance coverage and adjusts its insurance levels based on risk tolerance and premium expense. Liabilities for the risks the Company retains, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. The Company believes the actuarial methods are appropriate for measuring these self-insurance accruals. However, based on the number of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.
Defined Contribution Plans
Defined Contribution Plans

The Company maintains a 401(k) defined contribution plan which covers all employees who meet minimum requirements and elect to participate. The Company is currently matching employee contributions, up to specified percentages of those contributions.
Fair Value of Financial Instruments
Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses and other current liabilities approximate fair value based on the short-term maturities of these instruments.
Loss Contingencies
Loss Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed.
Revenue Recognition
Revenue Recognition

Chewy recognizes revenues from product sales when the customer orders an item through Chewy’s website or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is shipped from one of the Company’s fulfillment centers and delivered to the carrier. Certain products are shipped directly from manufacturers to Chewy customers. For all of the preceding, the Company is considered to be a principal to these transactions and revenue is recognized on a gross basis as the Company is (i) the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and provides the primary customer service for all products sold on Chewy’s website or mobile applications, (ii) has inventory risk before the products have been transferred to a customer and maintains inventory risk upon accepting returns, and (iii) has discretion in establishing the price for the specified products sold on Chewy’s website or mobile applications.
Chewy primarily generates net sales from sales of pet food, pet products, pet medications and other pet health products, and related shipping fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. To encourage customers to purchase its products, the Company periodically provides incentive offers. Generally, these promotions include current discount offers, such as percentage discounts off current purchases and other similar offers. These offers, when accepted by customers, are treated as a reduction to the transaction price. Revenue typically consists of the consideration received from the customer when the order is executed less a refund allowance, which is estimated using historical experience. Taxes collected from customers for remittance to governmental authorities are excluded from net sales.
Cost of Goods Sold
Cost of Goods Sold

Cost of goods sold includes the purchase price of inventory sold, freight costs associated with inventory, shipping supply costs, inventory shrinkage costs and valuation adjustments and reductions for promotions and discounts offered by the Company’s vendors.

Vendor Rebates
The Company has agreements with vendors to receive either percentage or volume rebates. Additionally, certain vendors provide funding for discounts relating to the Autoship subscription program which are passed on to the Company’s customers. The Company primarily receives agreed upon percentage rebates from vendors, however, certain of its vendor rebates are dependent upon reaching minimum purchase thresholds. In these instances, the Company evaluates the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, the Company records a portion of the rebate as it makes progress towards the purchase threshold. The Company also receives vendor funding in the form of advertising agreements related to general marketing activities. Amounts received from vendors are considered a reduction of the carrying value of the Company’s inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations.
Selling, General and Administrative
Selling, General and Administrative

Selling, general and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal, and human resources; costs associated with use by these functions of facilities and equipment, such as depreciation expense and rent; share-based compensation expense, professional fees and other general corporate costs.

Fulfillment
Fulfillment costs represent those costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, and responding to inquiries from customers. For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020 the Company recorded fulfillment costs of $1.2 billion, $1.2 billion, and $871.0 million, respectively, which are included within selling, general and administrative expenses in the consolidated statements of operations. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards. For Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020, the Company recorded merchant processing fees of $207.2 million, $181.7 million, and $146.0 million, respectively, which are included within selling, general and administrative expenses in the consolidated statements of operations.
Share-Based Compensation
Share-Based Compensation

The Company recognizes share-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units subject to service-based and company performance-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of restricted stock units subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each restricted stock unit is amortized over the requisite service period.
Advertising and Marketing Advertising and Marketing Advertising and marketing expenses primarily consist of advertising and payroll and related expenses for personnel engaged in marketing, business development and selling activities. Advertising and marketing costs are expensed in the period that the advertising first takes place.
Interest Income (Expense), net Interest Income (Expense), netThe Company generates interest income from its cash and cash equivalents and marketable securities and incurs interest expense from its borrowing facilities and finance leases.
Other Income (Expense), net Other Income (Expense), netThe Company’s other income (expense), net consists of changes in the fair value of equity warrants and investments, foreign currency transaction gains and losses, and allowances for credit losses.
Income and Other Taxes
Income and Other Taxes

Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax earnings and losses, differences between tax laws and accounting rules, statutory tax rates, uncertain tax positions, and valuation allowances. Valuation allowances are established when, in the Company’s judgment, it is more likely than not that its deferred tax assets will not be realized based on all available evidence. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

Chewy determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.
The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists. The Company maintains liabilities for potential exposure in states where taxability is uncertain and the Company did not collect sales tax.
Segments Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

ASU 2022-04—Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. In September 2022, the FASB issued this Accounting Standards Update (“ASU”) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period. This update is effective at the beginning of the Company’s 2023 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this ASU to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update is effective at the beginning of the Company’s 2024 fiscal year, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements.
v3.23.1
Basis of Presentation and Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 29, 2023
Accounting Policies [Abstract]  
Estimated Useful Lives of Property and Equipment
The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life
The following is a summary of property and equipment, net (in thousands):

As of
January 29, 2023January 30, 2022
Furniture, fixtures and equipment$162,296 $132,727 
Computer equipment67,535 55,164 
Internal-use software138,123 95,302 
Leasehold improvements245,700 153,797 
Construction in progress93,534 85,043 
707,188 522,033 
Less: accumulated depreciation and amortization228,450 154,867 
Property and equipment, net$478,738 $367,166 
Estimated Useful Lives of Intangible Assets
The estimated useful lives of intangible assets are as follows:
Developed technology
3 years
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of January 29, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(3,767)$7,829 2.0
Total intangible assets$11,596 $(3,767)$7,829 2.0
Schedule of Accrued Expenses and Other Current Liabilities
The following table presents the components of accrued expenses and other current liabilities (in thousands):

As of
January 29, 2023January 30, 2022
Outbound fulfillment$369,661 $389,548 
Advertising and marketing99,593 86,285 
Accrued expenses and other269,213 285,730 
Total accrued expenses and other current liabilities$738,467 $761,563 
Schedule of Interest Income and Expense The following table provides additional information about the Company’s interest income (expense), net (in thousands):
Fiscal Year
202220212020
Interest income$11,865 $523 $146 
Interest expense(2,574)(2,162)(2,168)
Interest income (expense), net$9,291 $(1,639)$(2,022)
Schedule of Other Nonoperating Income (Expense) The following table provides additional information about the Company’s other income (expense), net (in thousands):
Fiscal Year
202220212020
Change in fair value of equity warrants$(13,340)$— $— 
Foreign currency transaction gains174 — — 
Other expense, net$(13,166)$— $— 
v3.23.1
Acquisitions (Tables)
 12 Months Ended
Jan. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Estimated Purchase Price, Net of Cash Acquired
The following table reconciles the estimated purchase price to the cash paid for the acquisition, net of cash acquired (in thousands):

Estimated purchase price$43,281 
Less: cash acquired2,881 
Estimated purchase price, net of cash acquired40,400 
Less: amount due to sellers367 
Cash paid for acquisition of business, net of cash acquired$40,033 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Assets acquired:
Cash and cash equivalents$2,881 
Accounts receivable104 
Goodwill39,442 
Identified intangible assets1,510 
Other current and non-current assets318 
Liabilities assumed:
Other current and long-term liabilities(974)
Estimated purchase price$43,281 
v3.23.1
Financial Instruments (Tables)
 12 Months Ended
Jan. 29, 2023
Investments, Debt and Equity Securities [Abstract]  
Summary of Cash and Cash Equivalents
The following table includes a summary of financial instruments measured at fair value as of January 29, 2023 (in thousands):

Level 1Level 2Level 3
Cash$300,441 $— $— 
Money market funds30,000 — — 
Cash and cash equivalents330,441 — — 
U.S. Treasury securities346,926 — — 
Equity investments18 — — 
Marketable securities346,944 — — 
Equity warrants— — 31,622 
Total financial instruments$677,385 $— $31,622 
The following table includes a summary of financial instruments measured at fair value as of January 30, 2022 (in thousands):

Level 1Level 2Level 3
Cash$401,119 $— $— 
Money market funds67,000 — — 
Commercial paper74,965 — — 
U.S. Treasury securities59,995 — — 
Cash and cash equivalents603,079 — — 
Total financial instruments$603,079 $— $— 
Summary of Changes in Fair Value for Financial Instruments Using Unobservable Level 3 Inputs
The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands):

Fiscal Year
2022
Beginning balance$— 
Equity warrants acquired44,962 
Change in fair value of equity warrants(13,340)
Ending balance$31,622 
Fair Value Measurement Valuation Assumptions
The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of January 29, 2023:

 Range
  Fair Value
(in thousands)		 Valuation Techniques Unobservable InputMinMaxWeighted Average
 Equity warrants$31,622 Black-Scholes and Monte Carlo Probability of vesting30%99%87%
Equity volatility35%85%80%
v3.23.1
Property and Equipment, net (Tables)
 12 Months Ended
Jan. 29, 2023
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net
The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life
The following is a summary of property and equipment, net (in thousands):

As of
January 29, 2023January 30, 2022
Furniture, fixtures and equipment$162,296 $132,727 
Computer equipment67,535 55,164 
Internal-use software138,123 95,302 
Leasehold improvements245,700 153,797 
Construction in progress93,534 85,043 
707,188 522,033 
Less: accumulated depreciation and amortization228,450 154,867 
Property and equipment, net$478,738 $367,166 
v3.23.1
Identified Intangible Assets (Tables)
 12 Months Ended
Jan. 29, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets
The estimated useful lives of intangible assets are as follows:
Developed technology
3 years
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of January 29, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(3,767)$7,829 2.0
Total intangible assets$11,596 $(3,767)$7,829 2.0
Schedule of Future Estimated Amortization of Intangible Assets The future estimated amortization of intangible assets is as follows (in thousands):
Amortization Expense
2023$3,866 
20243,585 
2025378 
Total intangible asset amortization$7,829 
v3.23.1
Leases (Tables)
 12 Months Ended
Jan. 29, 2023
Leases [Abstract]  
Operating Lease-related Assets and Liabilities The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets (in thousands):
As of
LeasesBalance Sheet ClassificationJanuary 29, 2023January 30, 2022
Assets
OperatingOperating lease right-of-use assets$423,423 $372,693 
Total operating lease assets$423,423 $372,693 
Liabilities
Current
OperatingAccrued expenses and other current liabilities$27,611 $24,225 
Non-current
OperatingOperating lease liabilities471,765 410,168 
Total operating lease liabilities$499,376 $434,393 
Maturity of Operating Lease liabilities
The table below presents the maturity of lease liabilities as of January 29, 2023 (in thousands):

Operating Leases
2023$63,438 
202465,882 
202566,429 
202667,615 
202765,649 
Thereafter483,023 
Total lease payments812,036 
Less: interest312,660 
Present value of lease liabilities$499,376 
v3.23.1
Share-Based Compensation (Tables)
 12 Months Ended
Jan. 29, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Service and Performance Based-Awards Activity
The following table summarizes the activity related to the Company’s PRSUs for Fiscal Year 2022 (in thousands, except for weighted average grant date fair value):

Number of PRSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 30, 20226,573 $36.16 
Granted86 $43.59 
Vested(4,090)$36.28 
Forfeited(363)$36.17 
Unvested and outstanding as of January 29, 20232,206 $36.22 
The following table summarizes the activity related to the Company’s RSUs for Fiscal Year 2022 (in thousands, except for weighted average grant date fair value):

Number of RSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 30, 20223,207 $68.96 
Granted10,405 $41.54 
Vested(1,206)$64.32 
Forfeited(1,593)$52.18 
Unvested and outstanding as of January 29, 202310,813 $45.56 
Summary of Weighted Average Grant-Date Fair value and Total Fair Value of Service and Performance Based-Awards Activity
The following table summarizes the weighted average grant-date fair value of PRSUs and total fair value of vested PRSUs for the periods presented:

Fiscal Year
202220212020
Weighted average grant-date fair value of PRSUs$43.59 $80.85 $32.30 
Total fair value of vested PRSUs (in millions)$145.5 $318.2 $784.4 
The following table summarizes the weighted average grant-date fair value of RSUs and total fair value of vested RSUs for the periods presented:

Fiscal Year
202220212020
Weighted average grant-date fair value of RSUs$41.54 $72.05 $48.28 
Total fair value of vested RSUs (in millions)$47.6 $19.5 $— 
Schedule of Compensation Expense The Company recognized share-based compensation expense as follows (in thousands):
Fiscal Year
202220212020
PRSUs$12,710 $27,423 $115,505 
RSUs145,412 50,349 5,760 
Total share-based compensation expense$158,122 $77,772 $121,265 
v3.23.1
Income Taxes (Tables)
 12 Months Ended
Jan. 29, 2023
Income Tax Disclosure [Abstract]  
Effective Income Tax Rate Reconciliation
The Company’s effective income tax rate reconciliation is as follows for the periods presented:

Fiscal Year
202220212020
Federal statutory rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefit3.8 %10.9 %20.6 %
Change in tax rate2.5 %(0.2)%1.7 %
Share-based compensation(24.4)%73.0 %73.0 %
Tax credits(22.2)%36.1 %7.8 %
Other3.4 %(0.1)%0.9 %
Change in valuation allowance21.0 %(140.7)%(125.0)%
Effective rate5.1 %— %— %
Schedule of Deferred Tax Assets and Liabilities
The temporary differences which comprise the Company’s deferred taxes are as follows for the periods presented (in thousands):
As of
January 29, 2023January 30, 2022
Deferred tax assets:
Operating lease liabilities $129,786 $110,846 
Inventories10,897 7,239 
Share-based compensation37,085 29,672 
Accrued expenses and reserves13,468 16,718 
Net operating loss carryforwards177,627 181,843 
Tax credit carryforwards40,391 28,553 
Capitalized research expenditures36,535 — 
Other7,971 3,366 
Total deferred tax assets453,760 378,237 
Less: valuation allowance230,692 217,032 
Deferred tax assets, net of valuation allowance223,068 161,205 
Deferred tax liabilities:
Operating lease right-of-use assets109,827 95,102 
Depreciation107,014 64,545 
Prepaids6,227 1,558 
Total deferred tax liabilities223,068 161,205 
Net deferred tax assets$— $— 
Summary of Valuation Allowance
The following summarizes the activity related to valuation allowances on deferred tax assets (in thousands):
Fiscal Year
202220212020
Valuation allowance, as of beginning of period$217,032 $124,012 $242,974 
Valuation allowances established14,970 93,199 113,286 
Changes to existing valuation allowances(1,310)(179)1,528 
Reduction of valuation allowance as a result of deconsolidation— — (233,776)
Valuation allowance, as of end of period$230,692 $217,032 $124,012 
Summary of Operating Loss Carryforwards These deferred tax assets expire as follows (in thousands):
2023$112 
202491 
202534 
202656 
203158 
203221 
203351 
Thereafter13,299 
Indefinite163,905 
Total loss carryforwards$177,627 
Summary of Tax Credit Carryforwards
As of January 29, 2023, the Company recorded a deferred tax asset of $40.4 million, before any valuation allowance, with respect to federal and state tax credit carryforwards. These deferred tax assets expire as follows (in thousands):


Year of ExpirationResearch and DevelopmentWork OpportunityQuality Jobs Tax CreditTotal
2025$112 $— $162 $274 
2026258 — 231 489 
20352,220 — — 2,220 
20363,725 — — 3,725 
20372,293 — — 2,293 
20406,754 417 — 7,171 
204111,588 1,142 — 12,730 
204211,439 50 — 11,489 
$38,389 $1,609 $393 $40,391 
v3.23.1
Earnings (Loss) per Share (Tables)
 12 Months Ended
Jan. 29, 2023
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings (Loss) Per Share
The following table sets forth basic and diluted earnings (loss) per share attributable to common stockholders for the periods presented (in thousands, except per share data):

Fiscal Year
202220212020
Basic and diluted earnings (loss) per share
Numerator
Earnings (loss) attributable to common Class A and Class B stockholders$49,232 $(73,817)$(92,486)
Denominator
Weighted-average common shares used in computing earnings per share:
Basic422,331417,218407,240
Effect of dilutive share-based awards5,439——
Diluted427,770417,218407,240
Anti-dilutive share-based awards excluded from diluted common shares5,3779,77313,734
Earnings (loss) per share attributable to common Class A and Class B stockholders:
Basic$0.12 $(0.18)$(0.23)
Diluted$0.12 $(0.18)$(0.23)
v3.23.1
Basis of Presentation and Significant Accounting Policies - Narrative (Details)
 12 Months Ended
Jan. 29, 2023
USD ($)
segment
Jan. 30, 2022
USD ($)
Jan. 31, 2021
USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Accounts receivable $ 126,349,000 $ 123,510,000  
Impairment charges 0 0 $ 0
Fulfillment costs 1,200,000,000 1,200,000,000 871,000,000
Merchant processing fees $ 207,200,000 $ 181,700,000 $ 146,000,000
Number of operating segments | segment 1    
Number of reportable segments | segment 1    
Products from three largest vendors | Revenue Benchmark | Product Concentration Risk      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Concentration risk percentage 36.00% 34.00% 33.00%
Customer Receivables      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Accounts receivable $ 105,200,000 $ 102,100,000  
Vendor Receivables      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Accounts receivable $ 21,100,000 $ 21,400,000  
v3.23.1
Basis of Presentation and Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)
 12 Months Ended
Jan. 29, 2023
Furniture, fixtures and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 5 years
Furniture, fixtures and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 10 years
Computer equipment and software | Minimum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 3 years
Computer equipment and software | Maximum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 5 years
v3.23.1
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Accounting Policies [Abstract]    
Outbound fulfillment $ 369,661 $ 389,548
Advertising and marketing 99,593 86,285
Accrued expenses and other 269,213 285,730
Total accrued expenses and other current liabilities $ 738,467 $ 761,563
v3.23.1
Basis of Presentation and Significant Accounting Policies - Schedule of Interest Income and Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Accounting Policies [Abstract]      
Interest income $ 11,865 $ 523 $ 146
Interest expense (2,574) (2,162) (2,168)
Interest income (expense), net $ 9,291 $ (1,639) $ (2,022)
v3.23.1
Basis of Presentation and Significant Accounting Policies - Schedule of Other Nonoperating Income (Expense) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Accounting Policies [Abstract]      
Change in fair value of equity warrants $ (13,340) $ 0 $ 0
Foreign currency transaction gains 174 0 0
Other expense, net $ (13,166) $ 0 $ 0
v3.23.1
Acquisitions - Schedule of Estimated Purchase Price, Net of Cash Acquired (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 07, 2022
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Business Acquisition [Line Items]        
Cash paid for acquisition of business, net of cash acquired   $ 40,033 $ 0 $ 0
Petabyte        
Business Acquisition [Line Items]        
Estimated purchase price $ 43,281      
Less: cash acquired 2,881      
Estimated purchase price, net of cash acquired 40,400      
Less: amount due to sellers 367      
Cash paid for acquisition of business, net of cash acquired $ 40,033      
v3.23.1
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Nov. 07, 2022
Jan. 30, 2022
Assets acquired:      
Goodwill $ 39,442   $ 0
Petabyte      
Assets acquired:      
Cash and cash equivalents   $ 2,881  
Accounts receivable   104  
Goodwill   39,442  
Identified intangible assets   1,510  
Other current and non-current assets   318  
Liabilities assumed:      
Other current and long-term liabilities   (974)  
Estimated purchase price   $ 43,281  
v3.23.1
Acquisitions - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 07, 2022
Jan. 29, 2023
Jan. 30, 2022
Business Acquisition [Line Items]      
Goodwill   $ 39,442 $ 0
Developed technology      
Business Acquisition [Line Items]      
Useful Life (years)   3 years  
Petabyte      
Business Acquisition [Line Items]      
Goodwill $ 39,442    
Identified intangible assets 1,510    
Petabyte | Developed technology      
Business Acquisition [Line Items]      
Identified intangible assets $ 1,500    
Useful Life (years) 3 years    
v3.23.1
Financial Instruments - Narrative (Details)
 12 Months Ended
Jan. 29, 2023
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Allowance for credit loss, period increase (decrease) $ 0
Allowance for credit loss 0
Warrant | Level 3 | Fair Value, Recurring  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Equity warrants acquired $ 44,962,000
v3.23.1
Financial Instruments - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 330,441 $ 603,079
U.S. Treasury securities 346,926  
Equity investments 18  
Marketable securities 346,944  
Equity warrants 0  
Total financial instruments 677,385 603,079
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
U.S. Treasury securities 0  
Equity investments 0  
Marketable securities 0  
Equity warrants 0  
Total financial instruments 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
U.S. Treasury securities 0  
Equity investments 0  
Marketable securities 0  
Equity warrants 31,622  
Total financial instruments 31,622 0
Cash | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 300,441 401,119
Cash | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Cash | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Money market funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 30,000 67,000
Money market funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Money market funds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 0 0
Commercial paper | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   74,965
Commercial paper | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   0
Commercial paper | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   0
U.S. Treasury securities | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   59,995
U.S. Treasury securities | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   0
U.S. Treasury securities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents   $ 0
v3.23.1
Financial Instruments - Summary of Changes in Fair Value of Financial Instruments Using Unobservable Level 3 Inputs (Details) - Warrant - Level 3 - Fair Value, Recurring
$ in Thousands
 12 Months Ended
Jan. 29, 2023
USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning balance $ 0
Equity warrants acquired 44,962
Change in fair value of equity warrants (13,340)
Ending balance $ 31,622
v3.23.1
Financial Instruments - Summary of Quantitative Information About Level 3 Significant Unobservable Inputs Used in the Fair Value Measurement of the Equity Warrants (Details)
$ in Thousands
Jan. 29, 2023
USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Derivative Asset, Statement of Financial Position [Extensible Enumeration] Other non-current assets
Level 3  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants $ 31,622
Level 3 | Fair Value, Recurring  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants $ 31,622
Level 3 | Fair Value, Recurring | Minimum | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.30
Level 3 | Fair Value, Recurring | Minimum | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.35
Level 3 | Fair Value, Recurring | Maximum | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.99
Level 3 | Fair Value, Recurring | Maximum | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.85
Level 3 | Fair Value, Recurring | Weighted Average | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.87
Level 3 | Fair Value, Recurring | Weighted Average | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.80
v3.23.1
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 707,188 $ 522,033
Less: accumulated depreciation and amortization 228,450 154,867
Property and equipment, net 478,738 367,166
Furniture, fixtures and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 162,296 132,727
Computer equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 67,535 55,164
Internal-use software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 138,123 95,302
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 245,700 153,797
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 93,534 $ 85,043
v3.23.1
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Property, Plant and Equipment [Line Items]      
Depreciation expense $ 57.4 $ 40.5 $ 28.3
Internal-use software      
Property, Plant and Equipment [Line Items]      
Accumulated depreciation and amortization 56.5 35.1  
Amortization expense $ 22.4 $ 14.2 $ 7.4
v3.23.1
Identified Intangible Assets - Schedule of Intangible Assets (Details)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Gross Carrying Amount $ 11,596
Accumulated Amortization (3,767)
Total intangible asset amortization $ 7,829
Weighted-Average Remaining Life (years) 2 years
Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Gross Carrying Amount $ 11,596
Accumulated Amortization (3,767)
Total intangible asset amortization $ 7,829
Weighted-Average Remaining Life (years) 2 years
v3.23.1
Identified Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization of intangible assets $ 3.5 $ 0.3
v3.23.1
Identified Intangible Assets - Schedule of Future Estimated Amortization of Intangible Assets (Details)
$ in Thousands
Jan. 29, 2023
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
2023 $ 3,866
2024 3,585
2025 378
Total intangible asset amortization $ 7,829
v3.23.1
Commitments and Contingencies (Details) - patent
Apr. 11, 2022
Oct. 08, 2021
May 14, 2021
Feb. 15, 2021
Loss Contingencies [Line Items]        
Number of patents allegedly infringed   5    
Number of patents allegedly infringed, motion to dismiss     3  
Number of patents found not infringed 3 1    
Pending litigation        
Loss Contingencies [Line Items]        
Number of patents allegedly infringed       4
v3.23.1
Debt (Details) - Line of Credit - Revolving Credit Facility
Jan. 26, 2023
USD ($)
Jan. 29, 2023
USD ($)
Line of Credit Facility [Line Items]    
Line of credit facility principal $ 800,000,000  
Line of credit facility additional aggregate principal increase limit $ 250,000,000  
Minimum fixed charge coverage ratio 1.0  
Excess availability as percent of maximum borrowing amount 10.00%  
Excess availability maximum borrowing amount $ 72,000,000  
Line of credit facility, current borrowing capacity   $ 749,900,000
Outstanding borrowings   $ 0
Minimum    
Line of Credit Facility [Line Items]    
Commitment fee percentage 0.25%  
Base Rate | Minimum    
Line of Credit Facility [Line Items]    
Basis spread on variable rate 0.25%  
Base Rate | Maximum    
Line of Credit Facility [Line Items]    
Basis spread on variable rate 0.75%  
London Interbank Offered Rate (LIBOR) | Minimum    
Line of Credit Facility [Line Items]    
Basis spread on variable rate 1.25%  
London Interbank Offered Rate (LIBOR) | Maximum    
Line of Credit Facility [Line Items]    
Basis spread on variable rate 1.75%  
v3.23.1
Leases - Narrative (Details)
$ in Millions
 12 Months Ended
Jan. 29, 2023
USD ($)
renewalOption
Jan. 30, 2022
USD ($)
Jan. 31, 2021
USD ($)
Lessee, Lease, Description [Line Items]      
Assets acquired in exchange for operating lease liability $ 92.1 $ 96.1  
Lease expense 90.8 79.5 $ 62.2
Short-term and variable lease cost $ 18.7 $ 17.6 12.2
Weighted average remaining lease term 12 years 12 years 1 month 6 days  
Weighted average discount rate 8.40% 8.60%  
Operating lease payments $ 76.7 $ 67.8 $ 52.9
Lease not yet commenced minimum lease payments $ 65.5    
Lease not yet commenced term 15 years 10 months 24 days    
Real Estate      
Lessee, Lease, Description [Line Items]      
Number of renewal options | renewalOption 3    
Renewal term 5 years    
Minimum | Real Estate      
Lessee, Lease, Description [Line Items]      
Lease term 5 years    
Minimum | Equipment      
Lessee, Lease, Description [Line Items]      
Lease term 3 years    
Maximum | Real Estate      
Lessee, Lease, Description [Line Items]      
Lease term 15 years    
Maximum | Equipment      
Lessee, Lease, Description [Line Items]      
Lease term 5 years    
v3.23.1
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Assets    
Operating $ 423,423 $ 372,693
Current    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Operating $ 27,611 $ 24,225
Non-current    
Operating 471,765 410,168
Total operating lease liabilities $ 499,376 $ 434,393
v3.23.1
Leases - Schedule of Lease Maturity (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Operating Leases    
2023 $ 63,438  
2024 65,882  
2025 66,429  
2026 67,615  
2027 65,649  
Thereafter 483,023  
Total lease payments 812,036  
Less: interest 312,660  
Present value of lease liabilities $ 499,376 $ 434,393
v3.23.1
Stockholders’ Equity (Deficit) (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
Apr. 12, 2021
shares
Sep. 30, 2020
USD ($)
Sep. 21, 2020
$ / shares
shares
May 11, 2020
shares
May 08, 2020
shares
Jan. 29, 2023
vote
Class of Stock [Line Items]            
Offering costs | $   $ 0.6        
Equity Offering            
Class of Stock [Line Items]            
Sale of stock (in dollars per share) | $ / shares     $ 54.40      
Net proceeds | $   $ 318.4        
Over-Allotment Option            
Class of Stock [Line Items]            
Sale of stock (in dollars per share) | $ / shares     $ 54.40      
Class A Common Stock            
Class of Stock [Line Items]            
Common stock number of votes per share | vote           1
Class A Common Stock | Buddy Chester Sub LLC            
Class of Stock [Line Items]            
Conversion of stock (in shares)         17,584,098  
Forward purchase agreement (in shares)       17,584,098    
Class A Common Stock | Argos Intermediate Holdco I Inc.            
Class of Stock [Line Items]            
Conversion of stock (in shares) 6,150,000          
Class A Common Stock | Equity Offering            
Class of Stock [Line Items]            
Sale of stock (in shares)     5,100,000      
Class A Common Stock | Over-Allotment Option            
Class of Stock [Line Items]            
Sale of stock (in shares)     765,000      
Class B common stock            
Class of Stock [Line Items]            
Common stock number of votes per share | vote           10
Common stock conversion ratio           1
Percentage of outstanding stock           7.50%
Class B common stock | Buddy Chester Sub LLC            
Class of Stock [Line Items]            
Conversion of stock (in shares)         (17,584,098)  
Class B common stock | Argos Intermediate Holdco I Inc.            
Class of Stock [Line Items]            
Conversion of stock (in shares) (6,150,000)          
v3.23.1
Share-Based Compensation - Narrative (Details) - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Jul. 14, 2022
PRSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation cost $ 4.9      
Unrecognized compensation cost, recognition period 1 year      
Awards vested (in shares) 4,090      
PRSUs | Director        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Awards vested (in shares) 200 200 300  
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation cost $ 379.5      
Unrecognized compensation cost, recognition period 2 years 9 months 18 days      
Awards vested (in shares) 1,206      
2022 Plan | Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares allowed for issuance (in shares)       1,000
2022 Plan | Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock reserved for future issuance (in shares) 37,900      
2022 Plan | Class A Common Stock | Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares allowed for issuance (in shares)       40,000
v3.23.1
Share-Based Compensation - Schedule of Service and Performance Based-Awards Activity (Details) - $ / shares
shares in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
PRSUs      
Number of PRSUs/ RSUs      
Beginning balance (in shares) 6,573    
Granted (in shares) 86    
Vested (in shares) (4,090)    
Forfeited (in shares) (363)    
Ending balance (in shares) 2,206 6,573  
Weighted Average Grant Date Fair Value      
Beginning balance (in dollars per share) $ 36.16    
Granted (in dollars per share) 43.59 $ 80.85 $ 32.30
Vested (in dollars per share) 36.28    
Forfeited (in dollars per share) 36.17    
Ending balance (in dollars per share) $ 36.22 $ 36.16  
RSUs      
Number of PRSUs/ RSUs      
Beginning balance (in shares) 3,207    
Granted (in shares) 10,405    
Vested (in shares) (1,206)    
Forfeited (in shares) (1,593)    
Ending balance (in shares) 10,813 3,207  
Weighted Average Grant Date Fair Value      
Beginning balance (in dollars per share) $ 68.96    
Granted (in dollars per share) 41.54 $ 72.05 $ 48.28
Vested (in dollars per share) 64.32    
Forfeited (in dollars per share) 52.18    
Ending balance (in dollars per share) $ 45.56 $ 68.96  
v3.23.1
Share-Based Compensation - Summary of Weighted Average Grant-Date Fair value and Total Fair Value of Service and Performance Based-Awards Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
PRSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average grant-date fair value (in dollars per share) $ 43.59 $ 80.85 $ 32.30
Total fair value of vested $ 145.5 $ 318.2 $ 784.4
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average grant-date fair value (in dollars per share) $ 41.54 $ 72.05 $ 48.28
Total fair value of vested $ 47.6 $ 19.5 $ 0.0
v3.23.1
Share-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense $ 158,122 $ 77,772 $ 121,265
PRSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense 12,710 27,423 115,505
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense $ 145,412 $ 50,349 $ 5,760
v3.23.1
Income Taxes - Narrative (Details) - USD ($)
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Tax Credit Carryforward [Line Items]      
Potential adjustments to additional paid in capital, cumulative effect of valuation allowance release $ 24,500,000    
Potential adjustments to additional paid in capital, cumulative effect of valuation allowance release, state tax credits 5,200,000    
Current income tax provision 2,600,000 $ 0 $ 0
Deferred income tax provision 2,600,000 0 0
Increase in valuation allowance 13,700,000    
Increase in valuation allowance relating to current year activity 17,200,000    
Decrease in valuation allowance relating to changes to state bending rate 1,300,000    
Decrease in valuation allowance relating to miscellaneous adjustments 2,200,000    
Capitalized research expenditures 36,535,000 0  
Deferred tax asset with respect to operating loss carryforwards 177,627,000 181,843,000  
Unrecognized tax benefits 0 0  
(Payments for) proceeds from tax sharing agreement with related parties (2,828,000) 43,714,000 $ 23,212,000
PetSmart      
Tax Credit Carryforward [Line Items]      
Previously utilized by affiliate   890,400,000  
Tax Sharing Agreement      
Tax Credit Carryforward [Line Items]      
Current payable to affiliate 5,300,000    
Current receivable from affiliate   $ 0  
Definitive expiration dates      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 273,300,000    
No expiration      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 289,000,000    
Federal      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 724,900,000    
State Tax Authority      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards $ 562,300,000    
v3.23.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
State income taxes, net of federal tax benefit 3.80% 10.90% 20.60%
Change in tax rate 2.50% (0.20%) 1.70%
Share-based compensation (24.40%) 73.00% 73.00%
Tax credits (22.20%) 36.10% 7.80%
Other 3.40% (0.10%) 0.90%
Change in valuation allowance 21.00% (140.70%) (125.00%)
Effective rate 5.10% 0.00% 0.00%
v3.23.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Feb. 02, 2020
Deferred tax assets:        
Operating lease liabilities $ 129,786 $ 110,846    
Inventories 10,897 7,239    
Share-based compensation 37,085 29,672    
Accrued expenses and reserves 13,468 16,718    
Net operating loss carryforwards 177,627 181,843    
Tax credit carryforwards 40,391 28,553    
Capitalized research expenditures 36,535 0    
Other 7,971 3,366    
Total deferred tax assets 453,760 378,237    
Less: valuation allowance 230,692 217,032 $ 124,012 $ 242,974
Deferred tax assets, net of valuation allowance 223,068 161,205    
Deferred tax liabilities:        
Operating lease right-of-use assets 109,827 95,102    
Depreciation 107,014 64,545    
Prepaids 6,227 1,558    
Total deferred tax liabilities 223,068 161,205    
Net deferred tax assets $ 0 $ 0    
v3.23.1
Income Taxes - Valuation Allowance Rollforward (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Valuation allowance, as of beginning of period $ 217,032 $ 124,012 $ 242,974
Valuation allowances established 14,970 93,199 113,286
Changes to existing valuation allowances (1,310) (179) 1,528
Reduction of valuation allowance as a result of deconsolidation 0 0 (233,776)
Valuation allowance, as of end of period $ 230,692 $ 217,032 $ 124,012
v3.23.1
Income Taxes - Operating Loss Carryforwards (Details) - USD ($)
$ in Thousands
Jan. 29, 2023
Jan. 30, 2022
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, indefinite $ 163,905  
Total loss carryforwards 177,627 $ 181,843
2023    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 112  
2024    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 91  
2025    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 34  
2026    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 56  
2031    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 58  
2032    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 21  
2033    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration 51  
Thereafter    
Operating Loss Carryforwards [Line Items]    
Total loss carryforwards, subject to expiration $ 13,299  
v3.23.1
Income Taxes - Tax Credit Carryforwards (Details)
$ in Thousands
Jan. 29, 2023
USD ($)
Tax Credit Carryforward [Line Items]  
Tax credit carryforward $ 40,391
Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 38,389
Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 1,609
Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 393
2025  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 274
2025 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 112
2025 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2025 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 162
2026  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 489
2026 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 258
2026 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2026 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 231
2035  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 2,220
2035 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 2,220
2035 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2035 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2036  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 3,725
2036 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 3,725
2036 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2036 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2037  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 2,293
2037 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 2,293
2037 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2037 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2040  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 7,171
2040 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 6,754
2040 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 417
2040 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2041  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 12,730
2041 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 11,588
2041 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 1,142
2041 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 0
2042  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 11,489
2042 | Research and Development  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 11,439
2042 | Work Opportunity  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward 50
2042 | Quality Jobs Tax Credit  
Tax Credit Carryforward [Line Items]  
Tax credit carryforward $ 0
v3.23.1
Earnings (Loss) per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Jan. 29, 2023
Jan. 30, 2022
Jan. 31, 2021
Numerator      
Earnings (loss) attributable to common Class A and Class B stockholders $ 49,232 $ (73,817) $ (92,486)
Weighted-average common shares used in computing earnings (loss) per share:      
Basic (in shares) 422,331 417,218 407,240
Effect of dilutive share-based awards (in shares) 5,439 0 0
Diluted (in shares) 427,770 417,218 407,240
Anti-dilutive stock-based awards excluded from diluted common shares (in shares) 5,377 9,773 13,734
Earnings (loss) per share attributable to common Class A and Class B stockholders:      
Basic (in dollars per share) $ 0.12 $ (0.18) $ (0.23)
Diluted (in dollars per share) $ 0.12 $ (0.18) $ (0.23)
v3.23.1
Certain Relationships and Related Party Transactions (Details) - Affiliated Entity
$ in Millions
 12 Months Ended
Jan. 29, 2023
USD ($)
guarantee
Jan. 30, 2022
USD ($)
Jan. 31, 2021
USD ($)
Related Party Transaction [Line Items]      
Net sales from management fee $ 6.7 $ 25.5 $ 40.1
PetSmart      
Related Party Transaction [Line Items]      
Current payable to affiliate $ 4.9    
Current receivable from affiliate   $ 2.5  
Number of guarantees held | guarantee 1    
Management Fee | PetSmart      
Related Party Transaction [Line Items]      
Related party expense     $ 1.3