PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements about us and our industry that
involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including
statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations,
are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will” or “would” or the negative of these words or other similar terms or expressions.
These forward-looking statements include, but are not limited to, statements concerning our ability to:
• successfully manage risks relating to the spread of coronavirus (“COVID-19”), including any adverse impacts on our supply chain, workforce,
facilities, customer services and operations;
• sustain our recent growth rates and manage our growth effectively;
• acquire and retain new customers in a cost-effective manner and increase our net sales per active customer;
• accurately predict economic conditions and their impact on consumer spending patterns, particularly in the pet products market, and accurately
forecast net sales and appropriately plan our expenses in the future;
• introduce new products or services, improve existing products and services, and expand into new offerings;
• successfully compete in the pet products and services retail industry, especially in the e-commerce sector;
• source additional, or strengthen our existing relationships with, suppliers, and retain key suppliers;
• negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships
with such parties;
• mitigate changes in, or disruptions to, our shipping arrangements and operations;
• optimize, operate and manage the expansion of the capacity of our fulfillment centers, including risks from the spread of COVID-19 relating to our
plans to expand capacity and develop new facilities;
• provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology;
• maintain and scale our technology, including the reliability of our website, mobile applications, and network infrastructure;
• maintain adequate cybersecurity with respect to our systems and ensure that our third-party service providers do the same with respect to their
systems;
• successfully manufacture and sell our own proprietary brand products;
• maintain consumer confidence in the safety and quality of our vendor-supplied and proprietary brand food products and hardgood products;
• preserve, grow, and leverage the value of our reputation and our brand;
• comply with existing or future laws and regulations in a cost-efficient manner;
• attract, develop, motivate and retain well-qualified employees; and
• adequately protect our intellectual property rights and successfully defend ourselves against any intellectual property infringement claims or other
allegations or claims that we may be subject to.
You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of
performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We
have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current assumptions, expectations, and projections
about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in
these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” included under Part I, Item
1A below and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and
uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking
statements contained in this Annual Report on Form 10-K. The results, events and circumstances reflected in the forward-looking statements may not be
achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on
information available to us as of the date of this Annual Report on Form 10-K. While we believe that information provides a reasonable basis for these
statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake
no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this
Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve
the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
Investors and others should note that we may announce material information to our investors using our investor relations website (https://
investor.chewy.com/), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with
our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be
deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and
social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual
references only.
Market, Ranking and Other Industry Data
In this Annual Report on Form 10-K, we refer to information regarding market data obtained from internal sources, market research, publicly available
information, and industry publications. Estimates are inherently uncertain, involve risks and uncertainties, and are subject to change based on various factors,
including those discussed in the section titled “Risk Factors” included under Part I, Item 1A below and elsewhere in this Annual Report on Form 10-K. We
believe that these sources and estimates are reliable as of the date of this report but have not independently verified them and cannot guarantee their accuracy
or completeness.
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