Amendment No. 2 to Form S-1

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Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is the initial public offering of our common stock. The selling stockholders identified in this prospectus are offering shares. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. We currently expect the initial public offering price to be between $ and $ per share of common stock.

The selling stockholders have granted the underwriters an option to purchase up to additional shares of our common stock.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 20.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about , 2015.

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with different information, and neither we, the selling stockholders nor the underwriters take responsibility for any other information others may give you. We are not, and the selling stockholders and underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

This prospectus includes market data and forecasts with respect to the pet food, supplies and services industry. Although we are responsible for all of the disclosure contained in this prospectus, in some cases we rely on and refer to market data and certain industry forecasts that were obtained from third-party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that we believe to be reliable. Unless otherwise indicated, all market and industry data and other statistical information and forecasts contained in this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources, such as Packaged Facts, and other externally obtained data that we believe to be reliable. Some market and industry data, and statistical information and forecasts, are also based on management’s estimates, which are derived from our review of internal surveys as well as the independent sources referred to above. Any such market data, information or forecast may prove to be inaccurate because of the method by which we obtain it or because it cannot always be verified with complete certainty given the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including those discussed under the caption “Risk Factors.” As a result, although we believe that these sources are reliable, we have not independently verified the information.

Petco^® is a registered trademark of Petco Animal Supplies, Inc. and Petco Animal Supplies Stores, Inc. Unleashed by Petco^®, Healthier Pets. Happier People. Better World.^®, Drs. Foster Smith^®, WholePets^® and Vetco^® are registered trademarks of Petco Animal Supplies Stores, Inc. Pals Rewards™ and What We Feed Them Matters™ are trademarks of Petco Animal Supplies Stores, Inc. All other product and company names are trademarks of their respective owners.

Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the ^®, ^SM and ^TM symbols.

PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Unless the context requires otherwise, references in this prospectus to the “Company,” “Petco,” “we,” “us” and “our” refer to Petco Holdings, Inc. and its consolidated subsidiaries. “Petco Animal Supplies” refers to Petco Animal Supplies, Inc., our wholly owned subsidiary, and “Petco Stores” refers to Petco Animal Supplies Stores, Inc., our wholly owned indirect subsidiary. “Drs. Foster and Smith” refers to Drs. Foster Smith^™. We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. References to “fiscal year” mean the year in which that fiscal year began. For example, fiscal 2014 ended January 31, 2015, fiscal 2013 ended February 1, 2014 and fiscal 2012 ended February 2, 2013. Fiscal 2012 contained 53 weeks, while fiscal 2013 and fiscal 2014 contained 52 weeks. You should read the entire prospectus, especially “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and our financial statements and the related notes, before deciding to buy shares of our common stock.

Our Company

We believe in the powerful bond between humans and their pets. Our promise is to nurture connections between pets and their parents for better lives together. We strive to be the trusted partner of choice for pet parents, offering a fun, engaging and educational customer experience at more than 1,400 convenient store locations across the country and through our websites. We are a leading omnichannel specialty retailer of pet food, supplies, services and companion animals in the United States, with one of the largest selections of premium pet brands and services available to pet lovers. We offer purposeful products comprising what we believe are among the most trusted and authentic brands in the pet industry, many of which are not currently sold or carried by our closest pet specialty competitor.

With over 50 years of history, our goal is to offer our customers the merchandise, services and advice to help ensure that their pets enjoy the best nutrition and the highest quality of life in loving homes. We support pet parents who view their pets as extensions of their family. We believe this “humanization” trend drives demand for premium products and services, leading to higher levels of spending per pet. Our omnichannel business model helps nurture these powerful relationships between people and their pets. This is our vision: Healthier Pets. Happier People. Better World.

As of August 1, 2015, we operated 1,409 stores across all 50 states, the District of Columbia and Puerto Rico and an additional 13 stores through our joint venture in Mexico. We have two retail formats: Petco, our flagship retail store format, and Unleashed by Petco (“Unleashed”), a smaller format and up-scale urban lifestyle concept, which enable us to capitalize on real estate opportunities in a variety of urban, suburban and rural markets across the country. We offer a robust suite of in-store services that we believe appeal to discerning pet parents. These services, which cannot be replicated online, include grooming and dog training as well as low-cost vaccination and preventative wellness services, and we continue to expand and enhance our services offerings to address this fast-growing market segment. Our stores are complemented by the largest ecommerce platform in specialty pet retail, which includes Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com, and we have one of the most followed pet brands on social media.

Our stores are at the heart of our customer engagement strategy, showcasing our love for pets and providing opportunities for our associates to deliver high-quality service and knowledgeable advice

to customers. Based on measures of unaided brand awareness and our Net Promoter Score, the Petco brand is widely recognized and highly recommended. To capitalize on our trusted brand and drive engagement with pet parents, we empower our sales associates to provide solutions for customers in the areas of pet nutrition, behavior and services. We utilize the rich customer insights gathered from our Pals loyalty card database to help guide our customer engagement strategy. This database included 19.1 million active members (which we define as members having made a purchase in the last twelve months) and captured 87% of our total sales in fiscal 2014. We believe our highly trained sales associates, together with our data-driven customer engagement model, promote regular return visits of our customers and help establish Petco as a one stop shop for all pet needs.

We have made substantial investments in our omnichannel retail model to position us for continued growth and success in the evolving pet industry. We operate our ecommerce business in-house, utilizing fulfillment processes which are integrated with our network of distribution centers. In recent years, we have made significant investments in our infrastructure to further optimize our business platform. Additionally, these investments include integrating new technology across stores, web and mobile experiences to complement our advanced in-house ecommerce fulfillment processes; a new advanced Customer Relationship Management (“CRM”) system to manage our Pals loyalty program; and the opening of our fifth main distribution center in Reno, Nevada to support our western U.S. store expansion and ecommerce businesses.

The $74 billion pet industry continues to thrive. We estimate that there are more than 6 million new pet households since 2007, while pet ownership among millennial households was 59% in 2014 compared to 50% in 2010, according to Packaged Facts. We believe pet humanization and ownership trends will continue to drive outsized growth of the pet services and premium offerings market segments compared to other portions of the pet industry. We plan to continue to invest in our business to maintain our leading position in the fastest-growing segments of the pet food, supplies and services industry. As a leading pet specialty retailer of natural and organic pet food brands, we believe we are well-positioned to capitalize on these favorable industry trends and take additional market share from grocery and discount stores.

Under the leadership of our experienced management team, we have taken several actions to strengthen our market position and enhance our growth potential. These actions include:

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refreshing our stores to make them more appealing and engaging to our customers;

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expanding and refining our assortment of premium pet food and private label products;

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enhancing the range, experience and quality of the robust suite of services offered in our stores;

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developing an additional store format, Unleashed, which enables us to access a broader range of markets, customers and real estate;

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building an industry-leading, comprehensive ecommerce platform, including pet pharmacy and prescription offerings; and

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establishing a model for international growth through our joint venture in Mexico.

We have established a track record of strong and consistent financial performance, achieving more than 20 consecutive years of net sales growth through various economic cycles. Key financial highlights include:

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achieving positive comparable sales growth for our 21 most recent consecutive quarters, and averaging 3.5% of comparable sales growth annually from fiscal 2005 to fiscal 2014;

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growing our store base from 779 stores under the Petco banner as of the end of fiscal 2005 to 1,251 stores under the Petco banner and 122 stores under the Unleashed banner as of the end of fiscal 2014, representing a compound annual growth rate (“CAGR”) of 6.6% on our total store base;

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increasing the share of our net sales attributable to ecommerce from 1.2% in fiscal 2005 to 8.5% during the first two quarters of fiscal 2015, which includes our operations since our acquisition of Drs. Foster and Smith;

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increasing net sales from $1,996 million for fiscal 2005 to $3,995 million for fiscal 2014, representing a CAGR of 8.0%;

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increasing net income from $22 million for fiscal 2010 to $75 million for fiscal 2014, representing a CAGR of 35.3%; and

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increasing Adjusted EBITDA from $320 million for fiscal 2010 to $457 million for fiscal 2014, representing a CAGR of 9.3%, and increasing Adjusted Net Income from $46 million for fiscal 2010 to $103 million for fiscal 2014, representing a CAGR of 22.6%.

Adjusted EBITDA and Adjusted Net Income are financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For a discussion of our use of Adjusted EBITDA and Adjusted Net Income and reconciliations to net income, and historical comparable sales growth, please refer to “Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data.”

Our Industry

We compete in the highly attractive U.S. pet industry (including food, supplies, veterinary services and non-medical services), which was a $74 billion industry in 2014 and is projected to grow to $92 billion in 2019, representing a 4.3% CAGR, according to Packaged Facts. From 2014 to 2019, Packaged Facts forecasts that non-veterinary pet services, pet food and pet supplies will grow at a CAGR of 6.2%, 3.8% and 3.0%, respectively. The pet food, supplies and services market is highly fragmented, spread across superstores, discount stores, supermarkets, independent pet retailers and online retailers, with an increasing number of pet-owning households choosing to shop the pet specialty channel.

The pet specialty channel (which includes retail chains but not local independent pet stores) is the second largest channel with 24% market share in 2014, according to Packaged Facts. We estimate growth in this channel has outpaced that in the overall market with a 7.5% CAGR from 2005 to the end of 2014 compared to the U.S. pet industry’s 5.0% CAGR over the same period. As of June 2015, we estimate that we had approximately 16% of the total U.S. pet specialty chain and independent retail market share, based on total number of locations.

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*	Online includes ecommerce sales of brick and mortar market participants, including Petco.

The pet industry is characterized by the following trends that we believe positively impact our competitive positioning:

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Stable, defensive sector with continued attractive consumer trends. The pet industry has consistently demonstrated resilience across economic cycles, driven in part by the replenishment nature of consumable products and services such as pet food, grooming and veterinary services. Packaged Facts estimates that pet ownership has climbed to 63.8 million households in 2014 (or 54% of U.S. households), up from 61.2 million households in 2010 (or 53% of U.S. households). Spending on pets has consistently increased, even during the last recession, and is projected to reach $77.0 billion in 2015, up from $62.7 billion in 2010 and $47.2 billion in 2005, with average household spending of approximately $1,150 per year at the end of 2014.

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Represents internal estimates for 2005 to 2008, and Packaged Facts data from 2009 to 2015E.

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Continued expansion of the pet humanization trend. At the forefront of the pet industry’s momentum is pet humanization, the trend in which passionate and loyal pet parents view their pets as family and strive to provide better care for their pets through premium food, supplies and services. The pet humanization trend is demonstrated by results of a 2014 survey of pet owners conducted by Packaged Facts, set forth in the following charts:

We believe this humanization trend leads many pet parents to seek to provide high-quality care for their pets with premium food, supplies and services, which is further increasing spending in the pet industry as 68% of dog owners and 63% of cat owners reported in the 2014 survey that they enjoy purchasing pet products that pamper their pets. The trend is also driving increased spending on non-medical services such as grooming and training, which Packaged Facts forecasts to be the highest growth-rate sub-sector in the pet industry, at a 6.2% CAGR from 2014 to 2019. In addition, as pet parents increasingly use social media as a means to personify and share their pets with others, we believe pet-focused content in social media will continue to accelerate the humanization trend.

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High growth rate in premium pet food. As the trend of healthy human food consumption has grown, there has been a corresponding focus on nutritious options for pets. Specifically, natural food, with simple core ingredients, has driven increased spending on pet food. The higher demand for natural food products and more specialized formulas for different life-stages, breed sizes, special needs and diet types has fueled premiumization in the pet food industry, leading to the faster growth of products with higher net sales per unit. This premiumization trend has impacted all market segments and product types in the pet food industry.

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Favorable demographic trends with millennials and higher-income households representing a growth opportunity. Pet ownership among the technology savvy millennial generation (age 18 to 29) was 59% of households in 2014 compared to 50% of households in 2010. Our market research indicates that millennials have higher average intended pet spend compared to baby boomers (age 50 to 68), with 76% of millennials indicating that they would splurge on certain items for pets compared to 50% of boomers. In addition, millennials, who tend to live in more dense urban locations, favor online shopping and social media, which represent additional growth avenues. A significant percentage of pet care and pet food sales also come from households with incomes of over $70,000, according to Packaged Facts. These favorable demographics represent a source for continued long-term industry growth, particularly within pet specialty.

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Shift to specialty retailers. Pet specialty chains comprised 24% of the $43.8 billion in U.S. retail pet product sales in 2014, with discount merchandisers (31%) and grocery (18%) as significant competitors. We believe the pet specialty channel will gain market share from discount merchandisers and grocery, driven by the availability of knowledgeable associates; broader assortments of pet-related products; channel-specific foods and treats; service offerings such as grooming, training and vaccination; millennial customer preference for the specialty experience; and the availability of live animals and adoptions. Moreover, we believe that continued expansion of larger specialty chains, with size and scale leverage, will put increasing pressure on the highly fragmented independent pet specialty retailers.

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Growing importance of omnichannel retailing in the pet industry. In recent years, pet food and pet supply sales have experienced significant growth in the pet specialty and ecommerce channels. Although Packaged Facts estimates that the ecommerce share of total expenditures in the pet food and supply industry was only 4% as of the end of 2014, it is growing rapidly, which we believe is being driven by online convenience, free shipping and reliable delivery advantages. In a recent Packaged Facts survey, nearly 31% of pet parents reported buying pet products online more frequently than they used to, up from only 14% in 2011. As the ecommerce segment grows, we believe the ability to provide an integrated, omnichannel experience by providing customers with the ability to shop for, and manage the needs of, their pets anytime and anywhere will be a competitive advantage over both ecommerce-only retailers and smaller independent retailers. As part of the omnichannel retail experience, we expect channel boundaries to blur, but physical stores will continue to support the vast majority of the market, especially key offerings such as pet services.

As a result of these major industry trends, we believe that the pet industry will continue to be an attractive, dynamic and growing part of the overall U.S. economy. We also believe that pet parents are increasingly looking for specialty pet retailers, both in-store and online, with the knowledge and expertise to holistically address the health and well-being of their pets and the scale to remain convenient and price competitive on a broad selection of pet products and services.

Our Competitive Strengths

We believe that we will continue to capitalize on attractive industry dynamics as a result of the following key competitive strengths:

Nationally recognized and trusted brand authority in pet retailing. We have one of the most widely recognized brands in the pet industry. We believe unaided brand awareness for Petco is over 70% as of the end of the second quarter of fiscal 2015. Our customers are strong advocates, as demonstrated by our Net Promoter Score (a measure of loyalty based on whether our Pals customers would recommend our stores to a friend or family member), which has consistently increased since implementing the program in 2012 to a score of approximately 75, comparable to other leading retail brands. We believe our long history of service to pet parents has driven brand authenticity and trust with our customers.

Our brand recognition is driven in large part by the scale of our store presence. We are the largest specialty pet retailer in the United States by total number of stores, with over 1,400 stores covering all 50 states, the District of Columbia and Puerto Rico. We also recently successfully expanded into Mexico with a joint venture with Grupo Gigante and currently have 13 Petco stores with plans to open additional stores in the future.

We believe that the scale of our national store footprint provides us with several advantages over smaller chains and independents in maintaining our brand authority, including product purchasing power, integrated marketing efforts and advertising scale, more convenient locations for customers, overall effectiveness in associate training and more robust omnichannel capabilities.

Broad and innovative product and service offerings. We have one of the broadest assortments of pet products and services, including exclusive and private label brands and natural and organic foods.

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Supplies and companion animal sales represented approximately 54% of our total sales in fiscal 2014. Our supplies offerings combine an extensive assortment, high level of quality and unique offerings through preferred vendor relationships and private label product lines. The companion animals we sell in our stores, which include birds, reptiles, aquatic life and other small animals, and in-store adoption centers also help us to initiate pet parent relationships and acquire long-term customers, in addition to creating a fun and engaging in-store shopping experience.

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Food and consumables represented approximately 38% of our total sales during fiscal 2014. We are well-positioned to capitalize on the premium food trend by providing an extensive assortment of natural and organic pet brands, including leading natural brands that are currently not carried by our closest pet specialty competitor.

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Services represented approximately 8% of our total sales in fiscal 2014. We complement our pet food and merchandise offerings with in-store grooming and training offerings to address the humanization-related increased demand for pet services. We complement these core services with our Vetco mobile vaccination in-store clinics, which supported over 80% of our locations as of the end of fiscal 2014.

We believe that as a result of the actions we have taken to refine our product and service offerings, we are well-positioned to maximize our exposure to the fastest-growing segments of the pet industry. We believe the quality and breadth of our product offerings, combined with the services we offer, make Petco a leading retail destination and drive customer loyalty.

A differentiated customer engagement approach. At the core of our business model is a focus on creating a genuine, supportive long-term relationship with the pet parent. We accomplish this through our knowledgeable in-store associates, interactive store experiences, customer rewards program and targeted marketing. We use years of customer insights from our 19.1 million active Pals loyalty card member database to train our in-store associates to generate high-content discussions with customers about pet nutrition, behavior and services. This consultative approach is even more involved around companion animal purchase and adoption activities. A key to our store environments has been improving store navigation through enhanced visual merchandising and display, right-sizing of categories and brands through space optimization, as well as innovation around new “shop in shops” like fun and fashion accessories, health and wellness, and natural, all of which are high-growth categories. We are not simply transaction-focused, but strive to create an interactive customer experience that drives regular return visits and establishes Petco as a one stop shop for all pet needs. Our customer data, gathered through our Pals loyalty program, demonstrates the high frequency and value of our best customers. For example, the top 10% of our Pals database customers on average visit Petco 18 times per year and spend an average of $856 per year. We also utilize our six-million customer e-mail database to contact customers with informational, promotional and loyalty-related direct marketing. We track our overall progress in customer engagement through our Net Promoter Score framework, which has demonstrated improving scores since its implementation in 2012. We believe our highly trained sales associates and data-driven customer engagement model have been effective in driving the quality of the shopping experience and visits to our stores.

Well-positioned store base and flexible real estate strategy. We have developed two store formats that enable us to appeal to a broad range of customers in different markets and locations. As of August 1, 2015, we had 1,283 Petco stores in urban, suburban and rural markets that generally range from 6,000 to 15,000 square feet and average 14,000 square feet. As of August 1, 2015, we also operated 126 Unleashed stores in or around urban markets, which average 5,000 square feet and are designed to have particular appeal to the millennial customer. The physical look of our stores has kept pace with investments across our chain to ensure that they are well-maintained and that we continue to innovate and improve our in-store experience. Approximately 46% of our stores have been remodeled, and 76% of our retail footprint has been opened or remodeled, since fiscal 2010. Our flexible store model enables us to appeal to a broad range of customers at different life stages and in urban, suburban and rural markets, which we believe enhances our growth prospects in each of these markets.

Leading omnichannel capabilities. We have the largest integrated ecommerce offering in pet specialty retail, with Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com collectively generating over $185 million in total net sales during the first two quarters of fiscal 2015. While in 2014 approximately 4% of overall pet food and supplies spending in the pet industry (excluding services) was attributable to ecommerce, the portion of our net sales generated through our websites was approximately 8.5% during the first two quarters of fiscal 2015. Petco.com recreates the in-store experience by focusing on a fun, content-driven shopping experience for online customers. We offer leading convenience capabilities with our broad national footprint and ecommerce capabilities, including our repeat delivery service for consumables and supplies and our recent partnership with Instacart, which provides same-day delivery of Petco products in major U.S. cities. We acquired DrsFosterSmith.com in fiscal 2015, which enables us to offer a complementary assortment of online pet pharmacy, prescription food and therapeutic, health and wellness products. In 2015, DrsFosterSmith.com was among the top ten most trustworthy websites in the country according to the Online Trust Alliance. Our sites collectively have 2.5 million active customers and provide us with a substantial base for direct marketing efforts to help facilitate repeat visits to stores and online

purchases. Combined with our flexible store format, we seek to utilize our ecommerce capabilities to provide a seamless, integrated experience focused on quality, customer service and convenience.

Proven and experienced management team. We have an experienced and proven management team of successful retail industry veterans. Our Chief Executive Officer and Chairman of our Board of Directors, Jim Myers, has spent his entire 25-year retail career with Petco. Our Executive Vice President and Chief Financial Officer, Michael Nuzzo, has over 15 years of retail experience and brings extensive financial and operational experience from both GNC Holdings and Abercrombie & Fitch. Brad Weston, our President and Chief Merchandising Officer, with 27 years of experience in the retail industry, has served at Petco for three years, having previously served as Senior Vice President and Chief Merchandising Officer at Dick’s Sporting Goods for five years. Our management team has delivered consistent top- and bottom-line results throughout business cycles and has developed and implemented a number of initiatives to strengthen our future competitive positioning and growth prospects.

Our Growth Strategy

We grew our net sales at a CAGR of 8.0% from fiscal 2010 to fiscal 2014, while the pet industry as a whole grew at a CAGR of 4.1% during the same period. We believe our continued focus on the high-growth segments of the pet industry will enable us to continue to outpace the overall growth of the pet industry. We believe our competitive strengths, combined with our strategic investments in our business, position us to capitalize on industry drivers. Key elements of our future growth strategy are detailed below.

Increase core business comparable sales growth.

Continue to elevate our customer engagement efforts. We view our customer engagement model as a significant competitive advantage, and we continue to find ways to improve our approach, both online and in stores, to fuel increased sales growth. Our engagement efforts focus on each stage of the customer lifecycle, from early engagement welcome emails to growth- and retention-based brand initiatives and event-based campaigns to win back customer appreciation and reactivation efforts. We see opportunities to improve the cross-selling of merchandise and services through a mix of promotional and informational messaging, including by offering more customized e-mails to our Pals members to more effectively generate return visits. We are also exploring an opportunity to generate cross-selling synergies between our Petco and Drs. Foster and Smith customer bases. We are a leader among pet specialty retailers in social media, with millions of members, fans, and followers across Facebook, Twitter, Instagram, Pinterest and other social media outlets. Social media engagement enables us to effectively reach our customers, particularly millennial customers who on average significantly outpace baby boomers in omnichannel shopping habits and pet accessory “splurge” tendencies. Overall, we seek to be at the forefront of the shift to more individualized marketing and customer engagement, creating a loyalty-based, lifetime value proposition for pet parents that increases visit frequency and per trip expenditure levels.

As pet parents are often resistant to switching pet foods, we designed our most recent advertising campaign—“what we feed them matters”—around inspiring pet parents to think critically about nutrition. In fiscal 2015 we also launched our Petco in-store demo program, which offers free pet food samples and nutritional information on brands and pet nutrition alternatives. The advertising campaign and demo program are supported by enhanced in-store associate training on nutrition conversations with customers.

With our high-quality, broad assortment of premium and natural pet food, as well as our integrated product and services offerings and compelling in-store and online experience, we are well-positioned to drive sales growth and increase customer retention by converting customers to our differentiated assortment of premium pet food brands. Although we generally do not have formal exclusivity agreements with our vendors, several of these brands are not carried by our closest competitors. Many of these brands are innovative and new, helping differentiate our product offering, further reinforcing the Petco brand as an authority in pet retailing. These brand offerings are typically higher margin due to their natural and premium qualities. We are consistently enhancing our offerings by establishing new relationships with brands we believe recognize our ability to help build brand awareness for their products and leverage the premium pricing opportunities of the specialty pet channel.

Increase penetration of pet services. Pet services is one of the fastest-growing segments in pet specialty retail with a projected CAGR of 6.2% from 2014 to 2019. While our services net sales grew at nearly twice the projected growth rate of the pet services industry in fiscal 2014, it represented only 7.7% of our total fiscal 2014 net sales. We have taken a number of steps to expand and enhance our services offerings to enable us to continue to outpace the overall pet services industry and to capitalize on this key sales growth driver. We use our many on-site pet services offerings to create the feel of an in-store theater, which we believe provides our customers with an experiential shopping environment that builds and promotes customer loyalty. We believe our services offerings distinguish us from other ecommerce and pet retailers. Our services are an important component of driving the in-store experience for our customers and enhancing the frequency of customer visits and total expenditures. For example, based on recent analysis, our dog-grooming customers generally visit our stores 50% more often than our average store customer, with close to double the amount spent per year (including grooming spend).

In fiscal 2014, we introduced a new store format and remodel design that positions services front and center within an overall health and wellness theme. We have also made changes to our management and employee compensation structures to drive further growth of our pet services business. We plan to further integrate vaccination services through our in-house Vetco business. We believe these investments position us well to continue to gain market share in the pet services industry.

Expand private label product sales. Our private label offering of pet supplies accounted for 15% of our net sales in fiscal 2014 and from fiscal 2010 to fiscal 2014 we grew our private label sales at a CAGR of 7.1%. We have an established infrastructure for developing, introducing and fostering growth in private label products, including a dedicated sourcing office in Asia, established in 2007. We intend to increase our private label sales by increasing penetration of existing brands such as You & Me, Well & Good, Sophresh, Bowl Mates and Bootique. We also intend to continue to expand our offering of new products and brands, including by opportunistically licensing additional brands. We also have an opportunity to leverage our Drs. Foster and Smith brand for developing veterinarian-approved product lines that can support both our online and store merchandising initiatives. We believe growing our private label sales will enhance overall net sales growth and drive gross margin rate benefit.

Expand our integrated omnichannel model.

Continue to open profitable new stores. We believe our compelling product offering, leading customer engagement and the success of our flexible format stores across a broad range of geographic regions and population densities creates a significant opportunity to profitably increase our store count. Our flexible format stores, which generally range from 4,000 to 15,000 square feet, permit us to enter a wide range of markets to capitalize on attractive growth opportunities. For example, our smaller format Unleashed stores provide a differentiated market fill-in opportunity in urban centers. Our Petco store model has attractive economics for urban, suburban and more rural market settings. Based on our internal estimates, there are 800 to 900 additional locations in the United States that fit our performance requirements for new stores.

In addition, through our joint venture in Mexico with Grupo Gigante, we have successfully expanded the Petco store brand into Mexico, where we currently have 13 stores and plan to open additional stores in the future. Our initial performance in Mexico has greatly exceeded our internal expectations and creates a model for further potential international expansion.

Link stores, web and mobile in an integrated digital platform. We intend to utilize our leading digital presence, customer engagement programs such as Pals and new technology implementation to grow our omnichannel leadership position and acquire market share in the evolving pet retail landscape. Our strategy includes the following initiatives:

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Our Petco.com and DrsFosterSmith.com websites are already leading ecommerce banners. We expect our new 2015 IBM web platform implementation to enhance our advanced digital capabilities that will facilitate channel offerings like repeat delivery.

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We are installing a new technology and communications infrastructure at our stores and equipping store associates with tablet devices to enable in-store online orders from our websites, known as “extended aisle.” We are also upgrading our in-store services scheduling technology to enhance our ability to generate repeat visits and cross-sell health and wellness merchandise. We expect this technology investment will enable future online-to-store links and give us additional flexibility for taking and fulfilling customer transactions.

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We plan to continue to expand our same day delivery service partnership with Instacart, which currently offers 13,000 Petco stock-keeping units (“SKUs”) to customers in over 50 cities, including New York, Boston, Chicago, San Francisco and Los Angeles.

Align organizational incentives to drive omnichannel growth. We believe that aligning incentives, training and communication programs to support omnichannel is as important as digital asset implementation to driving significant net sales growth. For example, we are augmenting incentive programs for our store organization to also reward in-store efforts to generate online sales. We believe that if our employees have an equal incentive to foster a strong customer relationship any time through any channel, we can drive an overall higher total company net sales growth rate.

Drive operational excellence.

allocation decisions related to new stores, distribution facilities, and home office assets. We also regularly evaluate business acquisition opportunities in the pet industry. Overall, we seek to remain close to new and emerging business trends in the industry and take a measured approach to assessing their potential growth value to Petco.

Drive cost optimization in order to re-allocate resources to new growth opportunities. We continually seek to optimize our business model by rationalizing our cost structure and investing in future growth drivers. We have a track record of more than 20 years of profitable net sales growth and a continued focus on our expense base. Through a comprehensive assessment of our cost structure, we have identified additional cost saving opportunities in several areas, including cost of goods sold, operating expenses, distribution efficiency and corporate general and administrative expenses. We believe these opportunities for additional savings can result in further margin and profitability expansion and help us to maintain our long track-record of profitable net sales growth.

Utilize the Petco Foundation to drive organizational mission. The Petco Foundation, a separately incorporated 501(c)(3) nonprofit organization, invests in ground-breaking animal welfare work and finds homes for more than 400,000 pets last year through our Think Adoption First program in support of our mission to find a home for animals in need. The Petco Foundation is a significant factor in facilitating pet ownership and is aligned with our mission of making sure pets enjoy the best nutrition and the highest quality of life in loving homes. Since we believe that operational excellence is largely culturally influenced, the Petco Foundation serves as a meaningful employee rallying point that creates significant opportunities for continued success.

Risks Related to Our Business

An investment in our common stock involves a high degree of risk. Among these important risks are the following:

•

general economic factors or failure to successfully predict and respond to changing consumer trends and demand could materially adversely affect our sales, results of operations and cash flow;

•

competition, including Internet-based competition, could negatively impact our business;

•

any damage to our reputation or our brand could materially adversely affect our business, financial condition and results of operations;

•

we may not be able to successfully execute our expansion strategy, including our international expansion, or manage and sustain our recent growth;

•

the loss of any of our key merchandise vendors, or of our exclusive distribution arrangements with certain of our vendors, would negatively impact our business;

•

product recalls and product liability exposure, as well as changes in product safety and other consumer protection laws, could increase our costs and otherwise restrict our operations;

•

breaches of, or interruptions in, our data security and information systems could disrupt or business and expose us to risk of loss; and

•

our substantial indebtedness could adversely affect our financial condition and limit our ability to pursue our growth strategy.

See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Our Sponsors

TPG. TPG Global, LLC (together with its affiliates, “TPG”) is a leading global private investment firm founded in 1992 with more than $74 billion of assets under management as of June 30, 2015, and offices in San Francisco, Fort Worth, Austin, Beijing, Dallas, Hong Kong, Houston, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, São Paulo, Shanghai, Singapore, Tokyo and Toronto. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. The firm’s investments span a variety of industries, including healthcare, financial services, travel and entertainment, technology, energy, industrials, retail, consumer, real estate and media and communications.

LGP. Founded in 1989 and based in Los Angeles, Leonard Green & Partners (‘‘LGP,” and together with TPG, the “Sponsors”) is one of the nation’s leading private equity firms. LGP frequently invests in companies that are leaders in their markets, including The Container Store, Shake Shack, Whole Foods Market, Jetro Cash & Carry, Activision, CHG Healthcare and Life Time Fitness. The firm invests in traditional buyouts, going-private transactions, recapitalizations, growth capital investments, corporate carve-outs and selective public equity and debt positions. LGP has a long history of investing in the pet sector, including its investment in VCA, a nationwide veterinarian hospital chain that went public in 2001.

We are party to certain agreements with the Sponsors and their affiliates, including a stockholders’ agreement pursuant to which the Sponsors and other stockholders have rights with respect to the designation of director nominees and a management services agreement pursuant to which affiliates of the Sponsors provide management, consulting and other services to us from time to time. Pursuant to the management services agreement, we will pay an aggregate of $ million upon its termination in connection with this offering. See “Certain Relationships and Related Party Transactions.”

We are currently controlled, and after this offering is completed will continue to be controlled, by the Sponsors and certain other significant stockholders. Upon completion of this offering, investment funds affiliated with the Sponsors and certain other significant stockholders will beneficially own % of our outstanding common stock (or % if the underwriters exercise in full their option to purchase additional shares from the selling stockholders). As long as the Sponsors and other significant stockholders own or control at least a majority of our outstanding voting power, they will have the ability to exercise substantial control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the election and removal of directors and the size of our board, any amendment of our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if their ownership falls below 50%, the Sponsors and other significant stockholders will continue to be able to strongly influence or effectively control our decisions.

The Sponsors’ interests may not align with the interests of our other stockholders. The Sponsors are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. See “Risks Related to Our Common Stock and this Offering— Our Sponsors and certain other significant stockholders will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.”

Corporate Information and Structure

Petco Holdings, Inc. is a Delaware corporation that was formed in October 2012 in connection with a corporate restructuring to support the Company’s capital structure. Its only material assets are the shares of the equity of Petco Animal Supplies, Inc., a Delaware corporation, which is the holder of 100% of the equity of Petco Animal Supplies Stores, Inc., a Delaware corporation. Petco Holdings, Inc. does not conduct any operations other than with respect to its direct and indirect ownership of its subsidiaries and conducts all of its business through Petco Animal Supplies and its subsidiaries. Our principal executive offices are located at 10850 Via Frontera, San Diego, California 92127, and our telephone number at that location is (858) 453-7845. Our website address is www.petco.com. Our website is included as an inactive textual reference only and our website and the information contained on our website do not constitute a part of this prospectus.

The following chart shows our simplified organizational structure immediately following the consummation of this offering assuming no exercise of the underwriters’ option to purchase additional shares:

LOGO

THE OFFERING

Common stock offered by the selling stockholders

shares.

Common stock to be outstanding after this offering

shares.

Option to purchase additional shares of common stock

additional shares from the selling stockholders.

Use of proceeds

We will not receive any of the proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.

Dividend policy

Our Board of Directors does not currently intend to pay dividends on our common stock. However, we expect to reevaluate our dividend policy on a regular basis following the offering and may, subject to compliance with the covenants contained in our credit facilities and other considerations, determine to pay dividends in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Indebtedness” for restrictions on our ability to pay dividends.

Risk factors

You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Stock exchange listing and proposed symbol

We have applied to list our common stock on under the symbol “ .”

Conflicts of interest

Certain affiliates of TPG Capital BD, LLC, an underwriter in this offering, will own in excess of 10% of our issued and outstanding common stock following this offering. In addition, these affiliates of TPG Capital BD, LLC, as selling stockholders, will receive more than 5% of the net proceeds of this offering. As a result of the foregoing relationships, TPG Capital BD, LLC is deemed to have a “conflict of interest” within the

meaning of FINRA Rule 5121. Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121. Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection with this offering. In accordance with FINRA Rule 5121(c), no sales of the shares will be made to any discretionary account over which TPG Capital BD, LLC exercises discretion without the prior specific written approval of the account holder. See “Underwriting—Conflicts of Interest.”

The number of shares of common stock to be outstanding after this offering is based on shares of common stock outstanding as of , 2015 and excludes the following:

•

shares of common stock issuable upon exercise of stock options outstanding as of , 2015 at a weighted average exercise price of $ per share;

•

that number of shares of common stock issuable upon exercise of a warrant to purchase shares of common stock, exercisable in connection with this offering, determined by dividing $ by the average closing price of a share of our common stock as reported on for the first 30 consecutive trading days commencing on the effective date of this offering;

•

shares of common stock underlying restricted stock units (“RSUs”) subject to future vesting requirements as of , 2015; and

•

shares of common stock reserved for future issuance under our equity incentive plans as of , 2015.

Unless otherwise indicated, this prospectus reflects and assumes the following:

•

an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus;

•

the adoption of our restated certificate of incorporation and our amended and restated bylaws, to be effective upon the closing of this offering;

•

no exercise by the underwriters of their option to purchase up to additional shares of our common stock in this offering; and

•

for all periods, a for reverse split of our common stock effected on , 2015.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical consolidated financial data for the periods presented and at the dates indicated below. We have derived the balance sheet data as of January 31, 2015 and February 1, 2014 and the statement of income and comprehensive income and cash flow data for fiscal years 2014, 2013 and 2012 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the balance sheet data as of August 1, 2015 and August 2, 2014 and the statement of income and comprehensive income and cash flow data for the 26-week period ended August 1, 2015 and August 2, 2014 from our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus.

Historical results are not necessarily indicative of the results to be expected for future periods and operating results for the 26 weeks ended August 1, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending January 30, 2016. The following information should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto contained elsewhere in this prospectus.

Our fiscal year ends on the Saturday closest to January 31, resulting in fiscal years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year. For example, references to fiscal 2014 refer to the fiscal year beginning February 2, 2014 and ending January 31, 2015, references to fiscal 2013 refer to the fiscal year beginning February 2, 2013 and ending February 1, 2014 and references to fiscal 2012 refer to the fiscal year beginning January 28, 2012 and ending February 2, 2013. Fiscal 2014 and fiscal 2013 each include 52 weeks, and fiscal 2012 includes 53 weeks.


	Fiscal Year Ended									26 Weeks Ended
(Dollars in thousands, except per share data)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			August 1, 2015			August 2, 2014
							(53 weeks)			(unaudited)			(unaudited)
Statement of operations data:
Net sales	$	3,995,368		$	3,785,153		$	3,528,030		$	2,168,705		$	1,941,408
Cost of sales and occupancy costs		2,778,427			2,601,855			2,403,065			1,514,751			1,351,611

Gross profit		1,216,941			1,183,298			1,124,965			653,954			589,797
Selling, general and administrative expenses		928,684			884,991			837,681			498,539			455,558
Goodwill impairment charges		7,753			—			—			—			—

Operating income		280,504			298,307			287,284			155,415			134,239
Interest income		(422	)		(119	)		(372	)		(199	)		(134	)
Interest expense		159,292			157,143			128,123			78,345			79,955
Loss on extinguishment of debt		—			3,810			—			—			—
Other expenses		—			1,364			642			—			—

Income before income taxes and (income) loss from equity method investees		121,634			136,109			158,891			77,269			54,418
Income tax expense		46,398			50,836			60,070			30,588			21,531
(Income) Loss from equity method investees		(106	)		508			—			(327	)		96

Net income	$	75,342		$	84,765		$	98,821		$	47,008		$	32,791

Net income per share attributable to common stockholders	$			$			$			$			$
Basic
Diluted
Weighted average common shares outstanding
Basic
Diluted
Cash dividends declared per common share	$	—		$	—		$			$	—		$	—


	Fiscal Year Ended									26 Weeks Ended
(Dollars in thousands, except per square foot)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			August 1, 2015			August 2, 2014
							(53 weeks)			(unaudited)			(unaudited)
Store data:
Number of stores at period end		1,383			1,314			1,230			1,409			1,364
Comparable sales growth(1)		1.8	%		4.9	%		7.6	%		2.9	%		0.8	%
Rent expense(2)	$	354,311		$	334,964		$	322,168		$	183,206		$	173,945
Net sales per square foot(3)	$	217.0		$	213.4		$	208.6		$	115.4		$	106.8

	As of									As of
(Dollars in thousands)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			August 1, 2015			August 2, 2014
										(unaudited)			(unaudited)
Balance sheet data (end of period):
Cash and cash equivalents	$	191,265		$	135,793		$	130,367		$	57,948		$	77,183
Merchandise inventories		393,808			386,240			334,521			453,497			408,756
Working capital(4)		250,326			235,281			173,088			183,513			218,415
Fixed assets, net		591,812			513,877			487,378			621,710			552,981
Total assets		2,706,981			2,543,754			2,462,073			2,835,797			2,589,315
Total debt(5)		2,268,211			2,238,048			2,240,942			2,316,253			2,233,185
Net debt(6)		2,076,946			2,102,255			2,110,575			2,258,305			2,156,002
Stockholders’ deficit		(330,338	)		(410,271	)		(512,123	)		(285,517	)		(370,935	)

	Fiscal Year Ended									26 Weeks Ended
(Dollars in thousands, except per square foot)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			August 1, 2015			August 2, 2014
							(53 weeks)			(unaudited)			(unaudited)
Other financial data:
Net cash provided by (used for) Operating activities	$	245,432		$	164,553		$	248,423		$	92,503		$	58,185
Investing activities		(213,728	)		(145,753	)		(178,416	)		(269,427	)		(109,123	)
Financing activities		23,768			(13,374	)		(61,659	)		43,607			(7,672	)
Capital expenditures		(191,627	)		(136,008	)		(160,160	)		(106,778	)		(101,810	)
Depreciation and amortization(7)		130,791			115,929			106,922			69,226			61,661
EBITDA(8)		411,401			408,554			393,564			224,968			195,804

Adjusted EBITDA(8)	$	456,808		$	437,101		$	420,377		$	240,063		$	208,931

Adjusted Net Income(8)	$	103,443		$	99,376		$	115,098		$	56,153		$	40,715

(1)

Comparable sales growth is for retail locations and ecommerce. A new store or website becomes comparable on the first day of the fiscal month following 12 full fiscal months of operation. Relocated stores become comparable stores on the first day of operation if original store was open longer than 12 full fiscal months. If, during the period presented, a store was closed, sales from that store are included up to the first day of the month of closing. See “Management’s Discussion and Analysis of Results of Operations and Financial Condition—How We Assess the Performance of our Business.”

(2)	Rent expense includes rent for stores and distribution centers and other small equipment leases.

(3)	Net sales per square foot is calculated by dividing net sales, including ecommerce sales, by total square footage as of the end of each fiscal year.

(4)	Working capital is defined as current assets less current liabilities.

(5)	Total debt includes obligations under our senior secured credit facilities, senior notes, senior payment-in-kind (“PIK”) toggle notes, capital lease and mortgage liabilities.

(6)	Net debt is defined as total debt less cash and cash equivalents.

(7)

Depreciation and amortization includes asset impairments and write-offs of $8.9 million, $2.3 million and $0.3 million for fiscal years 2014, 2013 and 2012, respectively. Asset impairments and write-offs for the 26-week period ending August 1, 2015 and August 2, 2014 included in depreciation and amortization were $1.8 million and $2.7 million, respectively.

(8)

EBITDA, Adjusted EBITDA and Adjusted Net Income are financial measures that are not defined under U.S. GAAP. We use these non-GAAP financial measures, and believe they enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain material non-cash items, unusual or non-recurring items

that we do not expect to continue in the future and certain other adjustments we believe are not reflective of our ongoing operations and our performance. Accordingly, we use these metrics to measure our core financial and operating performance for business planning purposes and to compare our performance to that of our competitors. In addition, we believe EBITDA, Adjusted EBITDA and Adjusted Net Income are measures commonly used by investors to evaluate companies in the pet industry. However, they are not presentations made in accordance with U.S. GAAP and the use of the terms EBITDA, Adjusted EBITDA and Adjusted Net Income vary from others in our industry. These financial measures are not intended to represent and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity.

EBITDA, Adjusted EBITDA and Adjusted Net Income have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, these financial measures:

•

exclude certain tax payments that may reduce cash available to us;

•

do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•

do not reflect changes in, or cash requirements for, our working capital needs;

•

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

•

other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

The table below illustrates a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income for the periods presented:


	Fiscal Year Ended									26 Weeks Ended
(Dollars in thousands)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			August 1, 2015			August 2, 2014
							(53 weeks)			(unaudited)			(unaudited)
Net income	$	75,342		$	84,765		$	98,821		$	47,008		$	32,791
Interest expense, net		158,870			157,024			127,751			78,146			79,821
Income tax expense		46,398			50,836			60,070			30,588			21,531
Depreciation and amortization(1)		130,791			115,929			106,922			69,226			61,661

EBITDA	$	411,401		$	408,554		$	393,564		$	224,968		$	195,804
Stock compensation		3,095			3,083			4,940			1,465			1,444
Store pre-opening and closing costs(2)		10,000			8,693			8,865			4,805			3,421
Management fees(3)		6,666			7,356			6,928			3,170			3,352
Loss on debt extinguishment		—			3,810			—			—			—
Term loan amendment fees(4)		—			1,364			642			—			—
Relocation, retention, severance and other related miscellaneous costs		9,999			3,733			5,239			3,360			4,814
Other adjustments(5)		15,647			508			199			2,295			96

Adjusted EBITDA	$	456,808		$	437,101		$	420,377		$	240,063		$	208,931
Depreciation and amortization		(130,791	)		(115,929	)		(106,922	)		(69,226	)		(61,661	)
Interest expense, net		(158,870	)		(157,024	)		(127,751	)		(78,146	)		(79,821	)
Loss on extinguishment of debt		—			(3,810	)		—			—			—
Other expenses		—			(1,364	)		(642	)		—			—
Income taxes, adjusted(6)		(63,704	)		(59,598	)		(69,964	)		(36,538	)		(26,734	)

Adjusted Net Income	$	103,443		$	99,376		$	115,098		$	56,153		$	40,715

(1)	Depreciation and amortization includes asset impairments and write-offs.

(2)

The add-back of store pre-opening and closing costs are limited to $10.0 million in any four-quarter period, which is consistent with the requirements of reporting adjusted EBITDA under the indenture governing our senior notes. Uncapped pre-opening and closing costs for the fiscal year ended January 31, 2015 were $10.1 million.

This offering and investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including the section titled “Cautionary Note Regarding Forward-Looking Statements” and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our common stock. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or deemed to be material by us may impair our operations and performance.

A decline in consumer spending or a change in consumer preferences or demographics could reduce our sales or profitability and adversely affect our business.

Our sales depend on consumer spending, which is influenced by factors beyond our control, including general economic conditions, the availability of discretionary income and credit, weather, consumer confidence and unemployment levels. We may experience declines in sales or changes in the types of products and services sold during economic downturns. Our business would be harmed by any material decline in the amount of consumer spending, which could reduce our sales, or a decrease in the sales of higher-margin products, such as certain of our supplies offerings, which could reduce our profitability and adversely affect our business.

We have also benefited from increasing discretionary spending on pets and from current trends in humanization and premiumization in the pet industry as well as favorable pet ownership demographics. To the extent these trends slow or reverse, our sales and profitability would be adversely affected. The success of our business depends in part on our ability to identify and respond to evolving trends in demographics and consumer preferences. Failure to timely identify or effectively respond to changing consumer tastes, preferences, spending patterns and pet care needs could adversely affect our relationship with our customers, the demand for our products and services, our market share and our profitability.

Our continued success is substantially dependent on positive perceptions of Petco, including our owned or exclusive brands.

We believe that one of the reasons our customers prefer to shop at Petco and our associates choose Petco as a place of employment is the reputation we have built over many years of serving our primary constituencies: customers, associates and the communities in which we operate. To be successful in the future, we must continue to preserve, grow and leverage the value of our reputation. Reputational value is based in large part on perceptions of subjective qualities, and even isolated incidents that erode trust and confidence, particularly if they result in adverse publicity or widespread reaction on social media, governmental investigations or litigation, can have an adverse impact on these perceptions and lead to adverse effects on our business, including decreased comparable sales, consumer boycotts, loss of new store development opportunities, lower associate morale and productivity, or associate recruiting difficulties.

In addition, we sell many products under our owned or private label brands. Maintaining consistent product quality, competitive pricing and availability of our branded products for our customers is essential to developing and maintaining customer loyalty and brand awareness. These products also generally have higher margins than national brand products. If one or more of these brands experiences a loss of consumer acceptance or confidence, our sales and gross margin could be adversely affected.

Competition in the markets in which we operate, including internet-based competition, is strong and if we are unable to compete effectively, our ability to generate sales may suffer and our operating income and net income could decline.

The pet food, supplies and services industry is highly competitive. We compete with a number of specialty pet store chains and independent pet stores. We also compete with supermarkets, warehouse clubs and mass merchants as well as online retailers. The pet food, supplies and services industry has become increasingly competitive due to the expansion of pet-related product offerings by certain supermarkets, warehouse clubs and other retail merchandisers, and the entrance of additional independent pet stores with unique product offerings and other pet specialty retailers into the pet food and pet supply market, some of which have developed store formats similar to ours. Some of these competitors are larger and have access to greater capital and management resources than we do.

We may face greater competition from national, regional and local retailers in the future. In particular, if any of our major competitors seeks to gain or retain market share by reducing prices or by introducing additional products or services, we may be required to reduce prices on our key products or services or introduce new offerings in order to remain competitive, which may negatively impact our profitability and require a change in our operating strategies.

If consumer preferences change and thereby decrease the attractiveness of what we believe to be our competitive advantages, including our extensive product assortment, premium product offerings, competitive pricing, high-quality service offerings and a unique customer experience, or if we fail to otherwise positively differentiate our customer experience from that of our competitors, our business and results of operations could be adversely affected.

We may be unable to execute our expansion strategy successfully or manage and sustain our growth and, as a result, our business may be adversely affected.

One of our strategies is to open new locations by focusing on both existing markets and by targeting new ones. However, we may not be able to open locations at existing or anticipated rates. Our ability to open new locations depends on a number of factors, including:

Our continued growth also depends, to a significant degree, on our ability to increase sales in our new and existing locations. As a result of new location openings in existing markets and because mature locations will represent an increasing proportion of our store base over time, our comparable sales increases in future periods may be lower than historical levels or our comparable sales may not increase at all.

Our existing locations may not maintain their current levels of sales and profitability, and new locations may not generate sales levels necessary to achieve store-level profitability comparable to that of our existing locations. To the extent we are unable to open new stores in accordance with our expectations, our sales growth would come primarily from comparable sales, in which case growth in profitability would depend significantly on our ability to increase margins or reduce costs as a percentage of sales.

New locations that we open in our existing markets may draw customers from our existing locations and may have lower sales growth relative to locations opened in new markets. New locations also may face greater competition and have lower anticipated sales volumes relative to previously opened locations during their comparable years of operations. An increase in our ecommerce sales may have similar effects. These factors, together with increased pre-opening expenses at our new locations, may reduce our average store contribution and operating margins.

In addition, we are opening new locations in, and are remodeling some of our existing locations into, our newer store format, which incorporates our most recent merchandising strategies. Our expansion plans and continued growth depend on our ability to successfully open and operate new locations across our store formats. Moreover, because the size, format, location and target market for new Unleashed stores differ from our traditional Petco format, the challenges, costs, results of operations and timeline for profitability for new Unleashed stores may differ materially from those typically observed when opening new Petco locations. If we are unable to effectively predict and respond to these differences, the success of expansion through our Unleashed store format may suffer. There can be no assurance that our newer formats will be as or more profitable than our existing locations, and they may be less profitable than historical levels for our other locations. If we are unable to profitably open and operate new locations and maintain the profitability of our existing locations, our business, financial condition and results of operations may be adversely affected.

Moreover, if we fail to expand our distribution facilities or internal systems or procedures in support of our growth plans, or incur difficulties operating our distribution facilities, our ability to deliver merchandise to our locations in a timely fashion could be adversely affected. As a result, our ability to support our planned new store growth may be adversely affected.

We routinely evaluate our strategic alternatives with respect to each of our locations and our other operating assets and investments. In connection with this evaluation, we may elect to close stores or to sell or otherwise dispose of selected assets or investments. Excluding relocations, we closed one location in fiscal 2013, 16 locations during fiscal 2014 and seven locations through the first half of fiscal 2015. There can be no assurance that any future sale or disposition would be achieved on terms favorable to us because we incur closing costs or may lose sales to our competitors as a result.

If we fail to generate or obtain sufficient capital to finance our continued expansion, we may be unable to sustain our growth and our business may be adversely affected.

The rate of our expansion will depend on the availability of adequate capital, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt capital. There can be no assurance that we will be able to maintain sufficient cash flow or obtain sufficient equity or debt capital on acceptable terms, or at all, to support our expansion plans.

Moreover, the credit agreements governing our senior secured credit facilities and the indentures governing our outstanding notes contain provisions that restrict the amount of debt we may incur in the future, and certain other covenants that may restrict or impair our growth plans. If we are not successful in generating or obtaining sufficient capital, we may be unable to open additional locations as planned, which may adversely affect our results of operations.

We depend on key personnel, and if we lose the services of any of our principal executive officers, we may not be able to run our business effectively.

We are dependent upon the efforts of our principal executive officers. The loss of any of our principal executive officers could affect our ability to run our business effectively. Our success will depend on our ability to retain our current management and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense and there can be no assurance that we can retain our personnel. The loss of a member of senior management requires the remaining executive officers to divert immediate and substantial attention to seeking a replacement. The inability to fill vacancies in our senior executive positions on a timely basis could adversely affect our ability to implement our business strategy, which would negatively impact our results of operations.

The loss of any of our key merchandise vendors, or of any of our exclusive distribution arrangements with certain of our vendors, would negatively impact our business.

We purchase significant amounts of products from a number of vendors with limited supply capabilities. There can be no assurance that our current pet food or supply vendors will be able to accommodate our anticipated growth and expansion of our locations and ecommerce. An inability of our existing vendors to provide products in a timely or cost-effective manner could impair our business, financial condition and results of operations. We do not maintain long-term supply contracts with any of our merchandise vendors. Any vendor could discontinue selling to us at any time. The loss of any of our significant vendors of pet food, particularly premium pet food, or pet supplies offered by us would have a negative impact on our business, financial condition and results of operations. In addition, in our experience, it is challenging to persuade pet food buyers to switch to a different product, which could make it difficult to retain a customer if we lose a pet food vendor and exacerbate the negative impact of such loss.

We continually seek to expand our base of pet food and supply vendors and to identify new pet products. If we are unable to identify or enter into distribution relationships with new vendors or to replace the loss of any of our existing vendors, we may experience a competitive disadvantage, our business may be disrupted and our results of operations may be adversely affected.

Most of the premium pet food brands that we purchase are not widely carried in supermarkets, warehouse clubs or mass merchants. If any premium pet food manufacturers were to make premium pet food products widely available in supermarkets or through mass merchants, or if the premium brands currently available to supermarkets and mass merchants were to increase their market share at the expense of the premium brands sold only through specialty pet food and supplies retailers, our ability to attract and retain customers or our competitive position may suffer. Furthermore, if supermarkets, warehouse clubs or mass merchants begin offering any of these premium pet food brands at lower prices, our sales and gross margin could be adversely affected.

Several of the pet food brands we currently purchase and offer for sale to our customers are not offered by our closest pet specialty competitor. However, in most cases, we have not entered into formal exclusivity agreements with the vendors for such brands. In the event these vendors choose to enter into distribution arrangements with other specialty pet retailers or other competitors our sales could suffer and our business could be adversely affected.

Our principal vendors currently provide us with certain incentives such as volume purchasing, trade discounts, cooperative advertising and market development funds. A reduction or discontinuance of these incentives would increase our costs and could reduce our profitability.

A disruption, malfunction or increased costs in the operation, expansion or replenishment of our distribution centers or our supply chain would affect our ability to deliver to our locations and ecommerce customers or increase our expenses, which could harm our sales and profitability.

Our vendors generally ship merchandise to one or more of our five distribution centers, which receive and allocate merchandise to our locations and ecommerce customers. The success of our stores depends on their timely receipt of merchandise. If any shipped merchandise was delayed because of the impact of weather on transnational shipping, particularly from our vendors in Asia, our operations would likely be significantly disrupted. Disruption to shipping and transportation channels due to slowdowns or work-stoppages at ports on the West Coast of the United States have occurred in the past, and to the extent they occur in the future, could cause us to rely more heavily on airfreight to achieve timely delivery to our customers, resulting in significantly higher freight costs. We may not be able to pass all or any portion of these higher costs on to our customers or adjust our pricing structure in a timely manner in order to remain competitive, either of which could have a material adverse effect on our results of operations. If any of our distribution centers were to shut down or lose significant capacity for any reason, our operations would likely be significantly disrupted. In addition, any interruption or malfunction in our distribution operations, including, but not limited to, the loss of a key vendor that provides transportation of merchandise to or from our distribution centers, or regulatory issues with respect to any of our distribution centers, could adversely affect our sales and results of operations. An interruption in our inventory supply chain could result in out-of-stock or excess merchandise inventory levels or adversely effect our ability to make timely deliveries to ecommerce customers, and could adversely affect our sales and results of operations.

A determination that we are in violation of any contractual obligations or government regulations could result in a disruption to our operations and could adversely affect our financial results.

We are subject to various contractual obligations with third-party providers and federal, state and local laws and regulations governing, among other things, our relationships with employees, including minimum wage requirements, overtime, terms and conditions of employment, working conditions and citizenship requirements; veterinary practices, or the operation of veterinary clinics in retail stores; the transportation, handling and sale of small pets; the generation, handling, storage, transportation and disposal of waste and hazardous materials; the distribution, import/export and sale of products; providing services to our customers; contracted services with various third-party providers; credit and debit card processing; the handling, security, protection and use of customer and associate information; and the licensing and certification of services.

Given varying and uncertain interpretations of these laws and regulations and the fact that the laws and regulations are enforced by the courts and by regulatory authorities with broad discretion, we can make no assurances that we would be found to be in compliance in all jurisdictions. We also could be subject to costs, including fines, penalties or sanctions and third-party claims as a result of violations of, or liabilities under, the above-referenced contracts, laws and regulations. Although we routinely obtain broad indemnities from our suppliers in respect of their products, we could be adversely affected if we were found not to be in compliance with applicable regulations and we were not made whole by our suppliers. Any allegation or determination of non-compliance could also be damaging to our reputation and our brand.

We occasionally seek to grow our business through acquisitions of or investments in new or complementary businesses, products or services, or through strategic ventures, and the failure to successfully identify these opportunities, manage and integrate these acquisitions, investments or alliances, or to achieve an adequate return on these investments, could have a material adverse effect on us.

The pet food, supplies and services industry is highly fragmented. We have completed acquisitions in the past and may pursue expansion and acquisition opportunities in the future. For

example, in 2015 we acquired Drs. Foster and Smith. If we are unable to manage acquisitions, investments or strategic ventures, or integrate any acquired businesses, services or technologies effectively, we may not realize the expected benefits from the transaction relative to the consideration paid, and our business, results of operations and financial condition may be materially and adversely affected. To be successful, the integration process requires us to achieve the benefits of combining the companies, including generating operating efficiencies and synergies and eliminating or reducing redundant costs. This integration process involves inherent uncertainties, and there can be no assurance that the anticipated benefits of these acquisitions will be fully realized without incurring unanticipated costs or diverting management’s attention from our core operations.

From time to time we also make strategic investments, such as through our joint venture with Grupo Gigante in Mexico. These investments typically involve many of the same risks posed by acquisitions, particularly those risks associated with the diversion of our resources, the inability of the new venture to generate sufficient revenues, the management of relationships with third parties and potential expenses. Strategic ventures have the added risk that the other strategic venture partners may have economic, business or legal interests or objectives that are inconsistent with our interests and objectives.

Further, we may be unsuccessful in identifying and evaluating business, legal or financial risks as part of the due diligence process associated with a particular transaction. In addition, some investments may result in the incurrence of debt or may have contingent consideration components, such as certain earnouts payable by us in connection with our acquisition of Drs. Foster and Smith in 2015, that may require us to pay additional amounts in the future in relation to future performance results of the subject business. If we do enter into agreements with respect to these transactions, we may fail to complete them due to factors such as failure to obtain regulatory or other approvals. We may be unable to realize the full benefits from these transactions, such as increased net sales or enhanced efficiencies, within the timeframes that we expect or at all. These events could divert attention from our other businesses and adversely affect our business, financial condition and operating results. Any future acquisitions also could result in potentially dilutive issuances of equity securities, the incurrence of additional debt or the assumption of contingent liabilities.

Although ecommerce represents a growing segment of the pet industry, ecommerce operations are still in the early stages of development. As part of our growth strategy, we seek to further integrate our in-store and online operations and have made significant investments to integrate and grow our ecommerce business. We may require additional capital in the future to sustain or grow our ecommerce business. Business risks related to our ecommerce business include our ability to keep pace with rapid technological change, failure in our security procedures and operational controls, failure or inadequacy in our systems or ability to process customer orders, government regulation and legal uncertainties with respect to ecommerce, and collection of sales or other taxes by one or more states or foreign jurisdictions. If any of these risks materialize, it could have an adverse effect on our business.

In some circumstances increased transactions through the our website may result in reduced customer traffic in our stores, particularly as customers take advantage of home delivery services available for online orders when making certain types of purchases, such as for bulk orders or heavy pet products. There is a risk that any such reduced customer traffic may reduce the sales of certain products and services in our stores. The availability of free shipping of online and “extended aisle” orders increases our costs and could adversely affect our profitability.

In addition, as other internet retailers have increased market share in recent years we have faced increased competition, and may continue to face increased competition in the future, from internet retailers who enter the market. Our failure to positively differentiate our product and services offerings from these internet retailers could have a material adverse effect on our business, results of operations or financial condition.

Our marketing programs, ecommerce initiatives and use of consumer information are governed by an evolving set of laws and enforcement trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations.

We collect, maintain and use data provided to us through our online activities and other customer interactions in our business. Our current and future marketing programs depend on our ability to collect, maintain and use this information, and our ability to do so is subject to certain contractual restrictions in third-party contracts as well as evolving federal, state and international laws and enforcement trends. It is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, may conflict with other rules or may conflict with our practices. If so, we may suffer damage to our reputation and be subject to proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts to defend our practices, distract our management, increase our costs of doing business and result in monetary liability.

Our reputation and business may be harmed if our or our vendors’ computer network security or any of the databases containing customer or other personal information maintained by us or our third-party providers is compromised, which could materially adversely effect our results of operations.

We collect, store and transmit proprietary or confidential information regarding our customers, employees, job applicants and others, including credit card information and personally identifiable information. The protection of customer, employee and company data in the information technology systems we use (including those maintained by third-party providers) is critical. Security could be compromised, confidential information, such as customer credit card numbers or other personally identifiable customer information that we or our vendors collect, could be misappropriated or system disruptions could occur. In addition, we may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our customers or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Advances in computer capabilities, new technological discoveries or other developments may result in the breach or compromise of the technology used by us to protect transactions or other sensitive data. In addition, data and security breaches could also occur as a result of non-technical issues, including intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships, that result in the unauthorized release of personal or confidential information. Any compromise or breach of our or our vendors’ computer network security could result in a violation of applicable privacy and other laws, costly investigations and litigation, as well as potential regulatory or other actions by governmental agencies and harm to our brand, business and results of operation. As a result of any of the foregoing, we could experience adverse publicity, loss of sales, the cost of remedial measures and significant expenditures to reimburse third parties for damages, which could adversely impact our results of operations.

Failure by us or our vendors to comply with data security requirements or rectify a security issue may result in fines and the imposition of restrictions on our ability to accept payment cards, which could adversely affect our operations. There can be no assurance that we will be able to satisfy The Payment Card Industry (“PCI”) data security standards. In addition, PCI is controlled by a limited number of vendors that have the ability to impose changes in PCI’s fee structure and operational requirements without negotiation. Such changes in fees and operational requirements may result in our failure to comply with PCI security standards, as well as significant unanticipated expenses.

If our information systems or infrastructure fail to perform as designed or are interrupted for a significant period of time, our business could be adversely affected.

The efficient operation of our business is dependent on our information systems. In particular, we rely on our information systems to effectively manage our financial and operational data, to maintain our in-stock positions and to transact the sale of our products in our stores. The failure of our information systems to perform as designed, loss of data or any interruption of our information systems for a significant period of time could disrupt our business.

Our operations also depend on our ability to maintain and protect the computer systems we use to manage our purchase orders, store inventory levels, web applications, accounting functions and other critical aspects of our business. Our systems are vulnerable to damage from fire, floods, earthquakes, power loss, telecommunications failures, terrorist and cyber attacks and similar events. Our disaster recovery planning may not be sufficient to adequately respond to any such events. In addition, we may have inadequate insurance coverage to compensate for any related losses and expenses. Any of these events could damage our reputation, disrupt our business and be expensive to remedy.

We continue to invest in our information systems and IT infrastructure. Enhancement to or replacement of our major financial or operational information systems could have a significant impact on our ability to conduct our core business operations and increase our risk of loss resulting from disruptions of normal operating processes and procedures that may occur during the implementation of new information systems. We can make no assurances that the costs of investments in our information systems will not exceed estimates, that the systems will be implemented without material disruption, or that the systems will be as beneficial as predicted. If any of these events occur, our results of operations could be adversely affected.

If we are required to restructure our operations to comply with regulations governing our industry, it could have a material adverse effect on our business and results of operations.

The transportation and sale of small animals is governed by various state and local regulations. These laws vary from state to state and are enforced by the courts and by regulatory authorities with broad discretion. There can be no assurance that, given varying and uncertain interpretations of these laws, we would be found to be in compliance in all states. A determination that we are in violation of applicable laws in any state in which we operate could require us to restructure our operations to comply with the requirements of that state, which could have a material adverse effect on our business and results of operations.

Negative publicity arising from claims that we do not properly care for animals we handle or sell could adversely affect how we are perceived by the public and reduce our sales and profitability.

From time to time we are subject to claims or complaints that we do not properly care for some of the pets we handle or for companion animals we handle and sell, which may include dogs, cats, birds, fish, reptiles and other small animals. Deaths or injuries sometimes occur while small animals are in our care. As a result, we may be subject to claims that our animal care practices, including the grooming, training and other services we offer, or the related training of our associates, may not provide the proper level of care. Any such claims or complaints, as well as any related news reports or reports on social media, could cause negative publicity, which in turn could harm our business and have a material adverse effect on our results of operations.

Our international operations may result in additional market risks, which may adversely affect our business.

We recently expanded into Mexico through a joint venture with Grupo Gigante and operate 13 Petco stores in Mexico as of August 1, 2015, and plan to open additional stores in the future. As our international operations grow, they may require greater management and financial resources. International operations require the integration of personnel with varying cultural and business backgrounds and an understanding of the relevant differences in the cultural, legal, and regulatory environments. Our results may be increasingly affected by the risks of our international activities, including:

Our quarterly operating results may fluctuate due to the timing of expenses, new store openings and store closures.

Our expansion plans, including the timing of new store openings and related preopening costs, the amount of net sales contributed by new and existing stores and the timing of and estimated costs associated with store closings, may cause our quarterly results of operations to fluctuate. Furthermore, because new stores tend to experience higher payroll, advertising and other store-level expenses as a percentage of net sales than more mature stores, and new store openings also often contribute to lower store operating margins until those stores become established, which may result in quarterly fluctuations in operating results. Quarterly operating results are not necessarily accurate predictors of performance.

Quarterly operating results may also vary depending on a number of factors, many of which are outside our control, including:

Food safety, quality and health concerns could adversely affect our business.

We could be adversely affected if consumers lose confidence in the safety and quality of our own private label or vendor-supplied food products and supplies. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying the products in our locations or cause vendor production and delivery disruptions. The actual or perceived sale of contaminated food products by us could result in product liability claims against our vendors or us and a loss of consumer confidence, which could have an adverse effect on our sales and operations. Given the difficulty in converting food customers, if we lose customers due to a loss of confidence in safety or quality, it may be difficult to reacquire such customers.

Product recalls and product liability, as well as changes in product safety and other consumer protection laws, may adversely impact our operations, merchandise offerings, reputation, results of operations, cash flow and financial condition.

We are subject to regulations by a variety of federal, state and international regulatory authorities. In fiscal 2014, we purchased merchandise from more than 800 vendors. One or more of our vendors might not adhere to product safety requirements or our quality control standards, and we might not identify the deficiency before merchandise ships to our stores. Any issues of product safety, including but not limited to those manufactured in foreign countries, could cause us to recall some of those products. If our vendors fail to manufacture or import merchandise that adheres to our quality control standards, our reputation and brands could be damaged, potentially leading to increases in customer litigation against us. Furthermore, to the extent we are unable to replace any recalled products, we may have to reduce our merchandise offerings, resulting in a decrease in sales. If our vendors are unable or unwilling to recall products failing to meet our quality standards, we may be required to recall those products at a substantial cost to us. Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale. Long lead times on merchandise ordering cycles increase the difficulty for us to plan and prepare for potential changes to applicable laws. In the event that we are unable to timely comply with regulatory changes or regulators do not believe we are complying with current regulations applicable to us, significant fines or penalties could result, and could adversely affect our reputation, results of operations, cash flow and financial condition.

Fluctuations in the prices and availability of certain commodities, such as rawhide, grains and meat protein, could materially adversely affect our operating results.

The pet food and supplies industry is subject to risks related to increases in the price of and the availability of certain commodities used in the production of certain pet food and other pet-related products, specifically seed, wheat and rice, as well as other materials such as rawhide, that are used in certain pet accessories. Additionally, increased human consumption or population increases may potentially limit the supply of or increase prices for certain of meat proteins used in animal feed. Historically, in circumstances where these price increases have resulted in increased purchase costs, we have been able to pass these increases on to customers. However, our ability to pass on increased purchase costs in the future will be significantly impacted by market conditions and competitive factors. If we are unable to pass on any increased purchase costs to customers, we may experience reduced margins, which could have a material adverse effect on our business, results of operations or financial condition.

Failure to protect our intellectual property could harm our competitive position or require us to incur significant expenses to enforce our rights.

Our trademarks, such as “Petco,” “Unleashed by Petco,” “Drs. Foster Smith,” “Vetco,” “Pals Rewards,” “Healthier Pets. Happier People. Better World.” and “What we feed them matters,” are valuable assets that support our brand and consumers’ perception of our products. We rely on trademark, copyright, trade secret, patent and other intellectual property laws, as well as nondisclosure

and confidentiality agreements and other methods, to protect our trademarks, trade names, proprietary information, technologies and processes. Our non-disclosure agreements and confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information, which could harm our competitive position. In addition, effective intellectual property protection may be unavailable or limited for some of our trademarks and patents in some foreign countries. We may need to engage in litigation or similar activities to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of proprietary rights of others. Any such litigation could require us to expend significant resources and divert the efforts and attention of our management and other personnel from our business operations. If we fail to protect our intellectual property, our business, financial condition and results of operations may be materially adversely affected.

We may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management’s efforts and attention.

We have obligations with respect to the non-use and non-disclosure of third-party intellectual property. The steps we take to prevent misappropriation, infringement or other violation of the intellectual property of others may not be successful. From time to time, third parties have asserted intellectual property infringement claims against us and may continue to do so in the future. While we believe that our products and operations do not infringe in any material respect upon proprietary rights of other parties and/or that meritorious defenses would exist with respect to any assertions to the contrary, we may from time to time be found to infringe on the proprietary rights of others.

Any claims that our products, services or marketing materials infringe these rights, regardless of their merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel. We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If such proceedings result in an adverse outcome, we could, among other things, be required to:

If any of the foregoing occurs, our ability to compete could be affected or our business, financial condition and results of operations may be materially adversely affected.

Our real estate leases generally obligate us for long periods, which subjects us to various financial risks.

We lease virtually all of our store and distribution center locations, generally for long terms. While we have the right to terminate some of our leases under specified conditions by making specified payments, we may not be able to terminate a particular lease if or when we would like to do so. If we decide to close stores, we are generally required to continue paying rent and operating expenses for the balance of the lease term, or to pay to exercise rights to terminate, and the performance of any of these obligations may be expensive. When we assign or sublease vacated locations, we may remain liable for the lease obligations if the assignee or sublessee does not perform. In addition, when leases

for the stores in our ongoing operations expire, we may be unable to negotiate renewals, either on commercially acceptable terms, or at all, which could cause us to close stores. Accordingly, we are subject to the risks associated with leasing real estate, which could have a material adverse effect on our results.

Changes in payment card transaction, or “swipe” fees, could erode our profit margins.

Our selling, general and administrative expenses are affected by credit and debit card transaction, or “swipe,” fees charged by financial institutions to process such payments. Increases in such charges by credit card companies, or legislation or litigation that results in such increases, could increase our costs and adversely affect our profitability.

We are party to routine litigation arising in the ordinary course of our business and may become involved in additional litigation, all of which could require time and attention from certain members of management and result in significant legal expenses.

We are involved in litigation arising in the ordinary course of business. Even if we prevail, litigation can be time-consuming and expensive. An unfavorable outcome in one or more of these existing lawsuits, or future litigation to which we become a party, could have a material adverse effect on our business, financial condition, results of operations and cash flows. See Note 15, Contingencies, in our unaudited consolidated financial statements elsewhere in this prospectus.

Changes in laws, accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

Accounting principles generally accepted in the United States of America and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters relevant to our business are highly complex, continually evolving and involve many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation, or changes in facts, underlying assumptions, estimates or judgments by us could significantly impact our reported or expected financial performance.

Failure to attract and retain quality sales associates and experienced management personnel could adversely affect our performance.

Our performance depends on recruiting, developing, training and retaining quality sales associates in large numbers and experienced management personnel. Our ability to meet our labor needs while controlling labor costs is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation, changing demographics, health and other insurance costs and governmental labor and employment requirements. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing our wages could cause our earnings to decrease. If we do not continue to attract, train and retain quality associates and management personnel, our performance could be adversely affected.

We are not currently party to a collective bargaining agreement with any of our employees. If we were to experience a union organizing campaign, this activity could be disruptive to our operations. There can be no assurance that some or all of our employees will not become covered by a collective bargaining agreement or that we will not encounter labor conflicts or strikes. Any labor disruptions could have an adverse effect on our business or results of operations and could cause us to lose customers.

Claims under our insurance plans and policies may differ from our estimates, which could adversely affect our results of operations.

We use a combination of insurance and self-insurance plans to provide for potential liabilities for workers’ compensation, general liability, business interruption, property and directors’ and officers’ liability insurance, vehicle liability and employee health-care benefits. Our insurance coverage may not be sufficient, and any insurance proceeds may not be timely paid to us. In addition, liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions, and our business, financial condition and results of operations may be adversely affected if these assumptions are incorrect.

We are subject to environmental, health and safety laws and regulations that could result in costs to us.

In connection with the ownership and operations of our stores and distribution centers, we are subject to laws and regulations relating to the protection of the environment and health and safety matters, including those governing the management and disposal of wastes and the clean-up of contaminated sites. We could incur costs, including fines and other sanctions, cleanup costs and third-party claims, as a result of violations of or liabilities under environmental laws and regulations. Although we are not aware of any of our sites at which we currently have material remedial obligations, the imposition of remedial obligations as a result of the discovery of contaminants in the future could result in additional costs.

Our substantial indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations under existing debt agreements.

As of August 1, 2015, we and our subsidiaries had approximately $2,325.9 million of indebtedness outstanding ($1,169.9 million amended term loan facility, $71.0 million revolving credit facility, $1,050.0 million in outstanding notes, a $20.3 million construction loan and $14.7 million in capital lease obligations) and an additional $280.6 million of unused commitments available to be borrowed under our amended revolving credit facility. This amount is net of $48.4 million of outstanding letters of credit. Our level of indebtedness could restrict our operations and could have important consequences. For example, it could:

The credit agreements governing our senior secured credit facilities and the indentures governing our outstanding notes contain various covenants that limit our discretion in the operation of our business.

The credit agreements governing our senior secured credit facilities and the indentures governing our outstanding notes contain various provisions that limit our discretion in the operation of our business by restricting our ability to:

Any of these restrictions on our ability to operate our business in our discretion could adversely affect our business by, among other things, limiting our ability to adapt to changing industry conditions and to take advantage of financing, merger and acquisition and other corporate opportunities. Events beyond our control could affect our ability to meet this financial test, and we cannot assure you that we will meet it.

Despite current indebtedness levels, we may incur substantial additional indebtedness in the future. This could further increase the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. The terms of the credit agreements governing our senior secured credit facilities and the indentures governing our outstanding notes allow us and our subsidiaries to incur additional indebtedness, subject to limitations. As of August 1, 2015, we and our subsidiaries had an additional $280.6 million of unused commitments available to be borrowed under our amended revolving credit facility. This amount is net of $48.4 million of outstanding letters of credit. If new debt is added to our current debt levels, or any debt is incurred by our subsidiaries, the related risks that we and they now face could increase. In addition, the indentures governing our outstanding notes will not restrict our ability to enter into certain transactions that do not constitute indebtedness, such as operating leases. We lease substantially all of our locations and other facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations.”

To service our indebtedness, we will require a significant amount of cash. Our ability to generate or access cash depends on many factors beyond our control.

Our ability to make payments on and refinance our indebtedness, including our outstanding notes, and to fund planned capital expenditures, will depend on our ability to generate or access cash in the future. This ability is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

In addition, we are a holding company and conduct our operations through our subsidiaries. Accordingly, repayment of our indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In particular, the terms of our Senior Notes, which are held by Petco Animal Supplies, Inc., a wholly owned subsidiary of Petco Holdings, Inc., restrict the amount of funds available for transfer to Petco Holdings, Inc.

Unless amended or redeemed, our senior secured credit facilities, our senior notes and our senior PIK toggle notes will mature on or prior to December 1, 2018. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the senior secured asset-based revolving credit facility in an amount sufficient to enable us to pay our indebtedness, including our outstanding notes, or to fund our other liquidity needs. Further, we cannot assure you that we will be able to refinance any of our indebtedness, including the senior secured credit facilities or our outstanding notes, on commercially reasonable terms, or at all.

Our failure to comply with the covenants contained in the credit agreements for our senior secured credit facilities or the indentures governing our outstanding notes, including as a result of events beyond our control, could result in an event of default that could cause repayment of our debt to be accelerated.

If we are not able to comply with the covenants and other requirements contained in the indentures governing our outstanding notes, the credit agreements governing our senior secured credit facilities or any other debt instruments, an event of default under the relevant debt instrument could occur. In addition to imposing restrictions on our business and operations, some of our debt instruments include covenants relating to financial ratios and tests. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants would result in a default under these instruments. If an event of default does occur under one of these agreements, it could trigger a default under our other debt instruments, prohibit us from accessing additional borrowings and permit the holders of the defaulted debt to declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments. In addition, we may not be able to refinance or restructure the payments on the applicable debt. Even if we were able to secure additional financing, it may not be available on favorable terms.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

Borrowings under our senior secured credit facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Although we may enter into agreements limiting our exposure to higher interest rates, these agreements may not be effective.

A ratings downgrade or other negative action by a ratings organization could adversely affect the trading price of the shares of our common stock.

Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations could lead to a ratings downgrade for us or our subsidiaries. Any fluctuation in the rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition and may adversely affect the trading price of shares of our common stock.

Our Sponsors and certain other significant stockholders will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.

We are currently controlled, and after this offering is completed will continue to be controlled, by the Sponsors and certain other significant stockholders. Upon completion of this offering, investment funds affiliated with the Sponsors and certain other significant stockholders will beneficially own % of our outstanding common stock (or % if the underwriters exercise in full their option to purchase additional shares from the selling stockholders). As long as the Sponsors and certain other significant stockholders own or control at least a majority of our outstanding voting power, they will have the ability to exercise substantial control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the election and removal of directors and the size of our board, any amendment of our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if their ownership falls below 50%, the Sponsors and certain other significant stockholders will continue to be able to strongly influence or effectively control our decisions.

Additionally, the Sponsors’ and certain other significant stockholders’ interests may not align with the interests of our other stockholders. The Sponsors are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors and certain other significant stockholders may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Certain of our directors have relationships with the Sponsors and certain other significant stockholders, which may cause conflicts of interest with respect to our business.

Following this offering, of our directors will be affiliated with the Sponsors and certain other significant stockholders. These directors have fiduciary duties to us and, in addition, have duties to the applicable Sponsor or stockholder affiliate. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and the affiliated Sponsors or stockholders, whose interests may be adverse to ours in some circumstances.

Provisions of our corporate governance documents could make an acquisition of our company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

In addition to the Sponsors’ and certain other significant stockholders’ beneficial ownership of a controlling percentage of our common stock, our certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for

a third party to acquire us, even if doing so might be beneficial to our stockholders. Our Board of Directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquiror. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors. Because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change our direction or management of the Company may be unsuccessful. See “Description of Capital Stock.”

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book deficit per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book deficit per share after this offering. Based on an assumed initial public offering price of $ per share, which is the midpoint of the price range on the cover of this prospectus, you will experience immediate dilution of $ per share, representing the difference between our pro forma net tangible book deficit per share after giving effect to this offering and the initial public offering price. In addition, purchasers of common stock in this offering will have paid % of the aggregate price paid by all purchasers of our common stock but will own only approximately % of our common stock outstanding after this offering. We also have a large number of outstanding stock options to purchase common stock with exercise prices that are below the estimated initial public offering price of our common stock. To the extent that these options are exercised, you will experience further dilution. See “Dilution” for more detail.

Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

Pursuant to our certificate of incorporation and by-laws, our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.

An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our common stock. Although we intend to apply to list our common stock on under the symbol “ ,” an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between the selling stockholders and the underwriters and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, and its existence is dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may

not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

As a public company, we will become subject to additional laws, regulations and stock exchange listing standards, which will impose additional costs on us and divert our management’s attention.

We have operated our business as a private company since October 2006 following our acquisition by the Sponsors and certain co-investors. After this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of , and other applicable securities laws and regulations. Compliance with these laws and regulations will increase our legal and financial compliance costs and make some activities more difficult, time-consuming or costly. For example, the Exchange Act will require us, among other things, to file annual, quarterly and current reports with respect to our business and operating results. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These additional requirements will impose significant additional costs on us and may divert management’s attention and affect our ability to attract and retain qualified board members.

Our operating results and share price may be volatile, and the market price of our common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. You may not be able to resell your shares at or above the initial public offering price or at all. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes brought securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding 806,977,944 shares of common stock based on the number of shares outstanding as of August 1, 2015. This includes the shares that the selling stockholders are selling, which may be resold in the public market immediately, and assumes no exercises of outstanding options. Substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreements described in the “Shares Eligible for Future Sale” and “Underwriting” sections of this prospectus. We also intend to file a Form S-8 under the Securities Act of 1933, as amended (“Securities Act”), to register all shares of common stock that we may issue under our equity compensation plans. In addition, the Sponsors and certain other significant stockholders have certain demand registration rights that could require us in the future to file registration statements in connection with sales of our stock by the selling stockholders and these other significant stockholders. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” Sales by the Sponsors and these other significant stockholders could be significant. Once we register these shares, they can be freely resold in the public market, subject to legal or contractual restrictions, such as the lock-up agreements described in the “Underwriting” section of this prospectus. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Since we have no current plans to pay regular cash dividends on our common stock following this offering, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our senior secured credit facilities and the indentures governing our outstanding notes. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

We are a holding company with nominal net worth and will depend on dividends and distributions from our subsidiaries to pay any dividends.

Petco Holdings, Inc. is a holding company with nominal net worth. We do not have any material assets or conduct any business operations other than our investments in our subsidiaries. Our business operations are conducted primarily out of our indirect operating subsidiary, Petco Animal Supplies, Inc. and its subsidiaries. As a result, notwithstanding any restrictions on payment of dividends under our existing indebtedness, our ability to pay dividends, if any, will be dependent upon cash dividends and distributions or other transfers from our subsidiaries, including from Petco Animal Supplies Stores, Inc. Payments to us by our subsidiaries will be contingent upon their respective earnings and subject to any limitations on the ability of such entities to make payments or other distributions to us.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our shares likely will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover our Company downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

This prospectus contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, among others, statements we make regarding:

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

We will not receive any proceeds from the sale of shares by the selling stockholders. After deducting underwriting discounts and commissions, the selling stockholders will receive approximately $ million of proceeds from this offering.

Following the completion of the offering, our Board of Directors does not currently intend to pay dividends on our common stock. However, we expect to reevaluate our dividend policy on a regular basis following the offering and may, subject to compliance with the covenants contained in our credit facilities and other considerations, determine to pay dividends in the future. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board of Directors, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and any other factors that our Board of Directors may deem relevant. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Indebtedness,” included elsewhere in this prospectus, for descriptions of restrictions on our ability to pay dividends.

The following table sets forth our cash and cash equivalents and capitalization at August 1, 2015 on an actual basis.

You should read this table in conjunction with the information contained in “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notes included elsewhere in this prospectus.

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock in this offering and the net tangible book deficit per share of our common stock. Dilution results from the fact that the initial public offering price per share of common stock is substantially in excess of the net tangible book deficit per share of our common stock attributable to the existing stockholders for our presently outstanding shares of common stock. Our net tangible book deficit per share represents the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of common stock issued and outstanding.

As of August 1, 2015, we had a historical net tangible book deficit of $1,712,116,000, or $ per share of common stock, based on shares of our common stock outstanding as of August 1, 2015. Dilution is calculated by subtracting net tangible book deficit per share of our common stock from the assumed initial public offering price per share of our common stock.

This offering will result in immediate dilution of $ per share of our common stock to investors purchasing shares of our common stock in this offering. The following table illustrates this dilution on a per share basis:

The following table summarizes, as of August 1, 2015, the total number of shares of our common stock purchased, the total consideration paid or to be paid for these shares, and the average price per share of our common stock paid by existing stockholders and by new investors purchasing shares of our common stock from the selling stockholders in this offering.

The number of shares of common stock to be outstanding after this offering is based on shares of common stock outstanding as of , 2015 and excludes the following:

The following table sets forth summary historical consolidated financial data for the periods presented and at the dates indicated below. We have derived the balance sheet, statement of income and comprehensive income, and cash flow data for fiscal years 2014, 2013, 2012, 2011 and 2010 from our audited consolidated financial statements. We have derived the balance sheet data as of August 1, 2015 and August 2, 2014 and the statement of income and comprehensive income and cash flow data for the 26-week period ended August 1, 2015 and August 2, 2014 from our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus.

Our fiscal year ends on the Saturday closest to January 31, resulting in fiscal years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year. For example, references to fiscal 2014 refer to the fiscal year beginning February 2, 2014 and ending January 31, 2015, references to fiscal 2013 refer to the fiscal year beginning February 2, 2013 and ending February 1, 2014, references to fiscal 2012 refer to the fiscal year beginning January 29, 2012 and ending February 2, 2013, references to fiscal 2011 refer to the fiscal year beginning January 30, 2011 and ending January 28, 2012 and references to fiscal 2010 refer to the fiscal year beginning January 31, 2011 and ending January 29, 2011. Fiscal 2014, fiscal 2013 fiscal 2011 and fiscal 2010 each include 52 weeks, and fiscal 2012 includes 53 weeks.

The table below illustrates a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income for the periods presented:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and consolidated results of operations in conjunction with the “Selected historical consolidated financial data” section of this prospectus and our consolidated financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections elsewhere in this prospectus.

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. References to “fiscal year” mean the year in which that fiscal year began. Fiscal 2014 ended January 31, 2015, fiscal 2013 ended February 1, 2014 and fiscal 2012 ended February 2, 2013. Fiscal 2012 contained 53 weeks, while fiscal 2013 and fiscal 2014 contained 52 weeks.

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to provide the reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and other factors that may affect our future results. Our MD&A is presented in the following sections:

With over 50 years of history, our goal is to offer our customers the merchandise, services and advice to help ensure that their pets enjoy the best nutrition and the highest quality of life in loving homes. We support pet parents that view their pets as extensions of their family. We believe this humanization trend drives demand for premium products and services, leading to higher levels of spending per pet. Our omnichannel business model nurtures these powerful relationships between people and their pets. This is our vision: Healthier Pets. Happier People. Better World.

We operate two retail formats: Petco, our flagship retail store format, and Unleashed, a smaller format and up-scale urban lifestyle concept, which enable us to capitalize on real estate opportunities in a variety of urban, suburban and rural markets across the country. We offer a robust suite of in-store services that we believe appeal to discerning pet parents. These services, which cannot be replicated online, include grooming and dog training as well as low-cost vaccination and preventative wellness services, and we continue to expand and enhance our services offerings to address this fast-growing market segment. Our stores are complemented by the largest ecommerce platform in specialty pet retail, which includes Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com, and we have one of the most followed pet brands on social media.

We operate in a highly competitive environment, and we address this challenge through our omnichannel business model and our broad and innovative assortment of pet food, supplies and services. We believe our knowledgeable associates differentiate our brand through targeted customer interaction that builds relationships and results in customer loyalty, return visits and sales growth. We carry many lines of food and supplies that are not available at other pet specialty retailers, including our private label products that offer our customers high quality products at a value. We believe our focus on premium pet nutrition gives us a position in a growing segment that cannot easily be duplicated.

In assessing our performance, we consider a variety of performance and financial measures. The key measures we assess to evaluate the performance of our business are set forth below:

Net sales—Our net sales are comprised of gross sales of products and services, net of sales tax and certain discounts and promotions offered to our customers, including those offered under our customer loyalty programs. Net sales is driven by comparable sales and new stores.

Comparable sales—Comparable sales includes both retail and ecommerce sales. A new store or website is included in comparable sales beginning on the first day of the fiscal month following 12 full fiscal months of operation and is subsequently compared to like time periods from the previous year. Relocated stores become comparable stores on the first day of operation if the original store was open longer than 12 full fiscal months. If, during the period presented, a store was closed, sales from that store are included up to the first day of the month of closing. As we continue to pursue our growth strategy, we expect a portion of our net sales will continue to come from new stores not included in comparable sales. Accordingly, comparable sales is only one measure we use to assess our performance.

General macroeconomic and retail business trends are a key driver of changes in comparable sales.

Gross profit—Gross profit is equal to our net sales less our cost of sales and occupancy costs. Gross profit rate measures gross profit as a percentage of net sales.

Our ecommerce gross profit rate tends to be lower across all of our websites than in stores due to incremental shipping costs associated with free shipping and other expenses of delivery to customers.

Selling, general, and administrative expense—The following types of expenses are included in our selling, general, and administrative costs (“SG&A”): payroll costs of store employees and management; other costs associated with store operations; credit card fees; store pre-opening and remodeling costs; advertising expenses and general and administrative costs, including payroll and other costs associated with management and other support functions. As a result of this offering, any public company costs incurred will be reflected on this line item.

Operating income—Operating income equals gross profit less SG&A expenses and goodwill impairment charges.

Highlights for the thirteen and twenty-six weeks ended August 1, 2015 include the following:

The following tables present the percent of net sales of line items included in our consolidated statements of income:

Thirteen weeks ended August 1, 2015, compared to the thirteen weeks ended August 2, 2014

Net sales increased $113.5 million (11.7%) to $1.1 billion for the thirteen weeks ended August 1, 2015, compared to $971.1 million for the thirteen weeks ended August 2, 2014. The increase over the prior year was driven by a 3.1% increase in comparable sales, the addition of Drs. Foster and Smith in the first quarter of fiscal 2015 ($53.6 million) and the addition of 55 net new locations since August 2, 2014 ($23.7 million). By product type, the increase in net sales over the prior year was driven by: supplies and companion animals ($78.2 million), dog and cat food ($25.8 million) and services and other ($9.5 million). Our comparable sales growth was driven by a continuation of the improving retail business trends and a year over year comparison to the challenging macroeconomic environment in the prior year.

The shift in the composition of our sales mix for the thirteen weeks ended August 1, 2015 compared to the thirteen weeks ended August 2, 2014 was largely due to the addition of Drs. Foster and Smith, whose total net sales are comprised primarily of supplies.

Gross profit increased by $35.2 million (12.1%) to $326.8 million for the thirteen weeks ended August 1, 2015, compared to $291.6 million for the thirteen weeks ended August 2, 2014, primarily due to a 3.1% increase in comparable sales, the addition of Drs. Foster and Smith and the addition of 55 net new locations since August 2, 2014. As a percentage of net sales, our gross profit rate increased from 30.0% to 30.1%. The increase in gross profit rate was primarily due to leveraging store occupancy costs as a percentage of sales, partially offset by lower merchandise margin resulting from the addition of Drs. Foster and Smith at lower gross margins on internet sales, which tend to be lower across all our websites than in our stores due to incremental shipping costs.

SG&A expenses increased by $20.3 million (8.9%) to $248.8 million for the thirteen weeks ended August 1, 2015, compared to $228.5 million for the thirteen weeks ended August 2, 2014. As a percentage of net sales, our SG&A expenses decreased from 23.5% to 22.9%. This decrease was primarily due to leveraging store and corporate operating costs.

Interest expense, net was $38.8 million for the thirteen weeks ended August 1, 2015 compared with $39.7 million for the thirteen weeks ended August 2, 2014. The slight decrease in interest expense, net was primarily due to an increase in capitalized interest associated with the build-out of our new San Diego, California co-headquarters facility and lower interest incurred on our interest rate swaps for the thirteen weeks ended August 1, 2015 compared to the prior year.

Our effective income tax rate was 39.5%, resulting in income tax expense of $15.5 million, for the thirteen weeks ended August 1, 2015, compared to an effective income tax rate of 39.3% for the thirteen weeks ended August 2, 2014, resulting in income tax expense of $9.2 million. The increase in our effective income tax rate was primarily due to changes in state tax rates in various filing jurisdictions.

Twenty-six weeks ended August 1, 2015 compared to the twenty-six weeks ended August 2, 2014

Net sales increased $227.3 million (11.7%) to $2.2 billion for the twenty-six weeks ended August 1, 2015, compared to $1.9 billion for the twenty-six weeks ended August 2, 2014. This increase was primarily due to the addition of Drs. Foster and Smith in the first quarter of fiscal 2015 ($108.1

million), a 2.9% increase in our comparable sales and the addition of 55 net new locations since August 2, 2014 ($41.8 million). By product type, the increase in net sales over the prior year was driven by: supplies and companion animals ($157.9 million), dog and cat food ($46.4 million) and services and other ($23.0 million). Our comparable sales growth during the first half of the year was driven by a continuation of the improved retail business trends from the second half of fiscal 2014.

The shift in the composition of our sales mix for the twenty-six weeks ended August 1, 2015 compared to the twenty-six weeks ended August 2, 2014 was largely due to the addition of Drs. Foster and Smith, whose total net sales are comprised primarily of supplies, and growth in our wellness and grooming services.

Gross profit increased by $64.2 million (10.9%) to $654.0 million for the twenty-six weeks ended August 1, 2015, compared to $589.8 million for the twenty-six weeks ended August 2, 2014. This increase was primarily due to a 2.9% increase in our comparable sales, the addition of Drs. Foster and Smith and the addition of 55 net new locations since August 2, 2014. As a percentage of net sales, our gross profit rate decreased from 30.4% to 30.2%. The decrease in gross profit rate was primarily the result of lower merchandise margins from the addition of Drs. Foster and Smith at lower gross margins on internet sales.

SG&A expenses increased by $43.0 million (9.4%) to $498.5 million for the twenty-six weeks ended August 1, 2015, compared to $455.5 million for the twenty-six weeks ended August 2, 2014. As a percentage of net sales, our SG&A expenses decreased from 23.5% to 23.0%. This decrease was primarily due to leveraging store operating and corporate costs.

Interest expense, net was $78.1 million for the twenty-six weeks ended August 1, 2015 compared with $79.8 million for the twenty-six weeks ended August 2, 2014. The decrease in interest expense was primarily due to an increase in capitalized interest associated with the build-out of our new San Diego, California co-headquarters facility and lower interest incurred on our interest rate swaps for the twenty-six weeks ended August 1, 2015.

Our effective income tax rate was 39.4%, resulting in income tax expense of $30.6 million, for the twenty-six weeks ended August 1, 2015 compared to an effective income tax rate of 39.6% for the twenty-six weeks ended August 2, 2014, resulting in income tax expense of $21.5 million. The decrease in our effective income tax rate was primarily due to the reversal of a valuation allowance related to a prior year capital loss.

Net sales increased $210.2 million (5.6%) to $4.0 billion for fiscal 2014, compared to net sales of $3.8 billion in fiscal 2013. This increase was primarily the result of a 1.8% increase in our comparable sales and the addition of 69 net new locations in fiscal 2014 ($63.4 million). By product type, the increase in net sales over the prior year was driven by: dog and cat food ($97.0 million), supplies and companion animals ($73.2 million) and services and other ($40.0 million). Our comparable sales growth in fiscal 2014 was impacted by the challenging macroeconomic environment in the first half of the year.

The shift in the composition of our sales mix year over year was largely due to the continued growth of our natural food category and growth in our grooming and dog training services.

Gross profit increased by $33.6 million (2.8%) to $1.22 billion in fiscal 2014 compared to $1.18 billion fiscal 2013, primarily due to a 1.8% increase our comparable sales and the addition of 69 net new locations since February 1, 2014. As a percentage of net sales, our gross profit rate decreased from 31.3% in fiscal 2013 to 30.5% in fiscal 2014. The decrease in gross profit rate was primarily the result of lower merchandise margins driven by shifts in sales mix.

SG&A expenses increased by $43.7 million (4.9%) to $928.7 million in fiscal 2014 compared to $885.0 million in fiscal 2013. The increase in SG&A expenses was primarily due to the increase in location count, a one-time charge associated with a legal settlement in the fourth quarter of fiscal 2014 and the overall growth of our business. As a percentage of net sales, SG&A expenses decreased from 23.4% in fiscal 2013 to 23.3% in fiscal 2014. This decrease was primarily due to leveraging store operating and corporate costs.

During the fourth quarter of fiscal 2014, a revision to the go-forward strategy of our pet hotels reporting unit was made, which triggered the requirement for a quantitative impairment test. Our goodwill impairment test indicated that the carrying value of our pet hotels reporting unit exceeded its estimated fair value, and resulted in a goodwill impairment charge of $7.8 million for fiscal 2014, representing all of the goodwill associated with the pet hotels reporting unit. There were no goodwill impairment charges recorded in fiscal 2013.

Interest expense, net was $158.9 million in fiscal 2014 compared with $157.0 million for fiscal 2013. The increase in interest expense was primarily due to mark-to-market losses on our interest rate swaps and interest incurred for three interest rate swaps that became effective in the third quarter of fiscal 2013.

Our effective income tax rate was 38.1% for fiscal 2014, resulting in income tax expense of $46.4 million, compared to 37.5% for fiscal 2013. The increase in the effective income tax rate was primarily due to changes in state tax rates in various filing jurisdictions.

Loss on debt extinguishment was $3.8 million for fiscal 2013. The loss on debt extinguishment consisted of the write-off of a portion of our previously capitalized debt issuance costs, original issue discount costs and premium paid to our debt holders in connection with the amendment of our amended term loan facility and extinguishment of our $250.0 million senior secured asset based revolving credit facility. We did not incur any loss on debt extinguishment in fiscal 2014.

Other expenses were $1.4 million for fiscal 2013, and consisted of the non-capitalizable portion of the fees incurred to amend our previously amended term loan facility. We did not incur other expenses in fiscal 2014.

Net sales increased $257.1 million (7.3%) to $3.8 billion for fiscal 2013, compared to net sales of $3.5 billion in fiscal 2012. This increase was primarily the result of a 4.9% increase in our comparable sales, the addition of 84 net new locations in fiscal 2013 ($69.5 million), and the effect of sales during the 53^rd week in fiscal 2012 ($67.9 million). By product type, the increase in net sales over the prior year was driven by: dog and cat food ($127.2 million), supplies and companion animals ($102.5 million) and services and other ($27.4 million). Our comparable sales growth in fiscal 2013 was impacted by a year over year comparison to strong retail sales trends in fiscal 2012.

The shift in the composition of our sales mix year over year was largely due to the continued growth of our natural food category and growth in our grooming and wellness services.

Gross profit increased by $58.3 million (5.2%) to $1.2 billion in fiscal 2013 compared to fiscal 2012, primarily due to a 4.9% increase in our comparable sales, the addition of 84 net new locations in fiscal 2013 and the effect of the 53^rd week in fiscal 2012. As a percentage of net sales, our gross profit rate decreased from 31.9% in fiscal 2012 to 31.3% in fiscal 2013. This decrease was the result of lower merchandise margins driven by shifts in sales mix and planned strategic price reductions, slightly offset by favorability from leveraging store occupancy costs as a percentage of sales.

SG&A expenses increased by $47.3 million (5.6%) to $885.0 million in fiscal 2013 compared to fiscal 2012. The increase in SG&A expenses was primarily due to an increase in location count and the overall growth of our business. As a percentage of net sales, SG&A expenses decreased from 23.8% in fiscal 2012 to 23.4% in fiscal 2013. This decrease was primarily driven by lower incentive compensation expense.

Interest expense, net was $157.0 million in fiscal 2013 compared with $127.8 million for fiscal 2012. The increase in interest expense was mainly due to the issuance of senior payment in kind (“PIK”) toggle notes in the third quarter of fiscal 2012 ($32.2 million), mark-to-market losses on interest rate swaps and interest incurred for interest rate swaps that became effective in the third quarter of fiscal 2012 (resulting in a full year of additional expense in fiscal 2013) and the third quarter of fiscal 2013 ($4.1 million). This was partially offset by lower interest on our amended term loan facility and, to a lesser extent, by our new revolving credit facility, both of which were completed during the first quarter of fiscal 2013, and have lower interest rate expense compared to the previous credit facilities ($8.5 million), along with the impact of the 53^rd week included in fiscal 2012.

Other expenses were $1.4 million for fiscal 2013 and $0.6 million for fiscal 2012. Other expenses represent the non-capitalizable portion of the fees incurred to amend our term loan facility.

Our effective income tax rate was 37.5% for fiscal 2013, resulting in income tax expense of $50.8 million, compared to 37.8% for fiscal 2012, resulting in income tax expense of $60.1 million. The increase in our effective income tax rate was primarily due to changes in state tax rates in various filing jurisdictions.

Our primary source of liquidity is funds generated by operating activities. Our ability to fund our operations, to make planned capital expenditures, to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. We continue to generate operating cash flow in excess of our operating needs and have access to our amended revolving credit facility through April 19, 2018 (subject to a springing maturity 91 days inside the amended term loan facility maturity of November 24, 2017).

As of August 1, 2015 we had $57.9 million of cash and cash equivalents and $183.5 million of working capital, which is current assets minus current liabilities, compared with $191.3 million of cash and cash equivalents and $250.3 million of working capital as of January 31, 2015. The $66.8 million decrease in our working capital was primarily due to a $158.8 million decrease in our cash associated with the acquisition of Drs. Foster and Smith in the first quarter of fiscal 2015, slightly offset by cash received from our construction loan.

On March 20, 2015, one of our wholly owned indirect subsidiaries entered into a construction loan agreement for up to $42.7 million, to partially finance the construction of our new San Diego, California co-headquarters facility. Once construction on the facility is completed, which is to be no later than August 1, 2016, the construction loan will convert into a term loan and will mature 102 months following the conversion date. The note bears interest at 3.75% per year. During the construction loan period, interest incurred will be added to the principal balance on a monthly basis. During the term loan period, interest and principal will be paid monthly based on an amortization period of 162 months. On the term loan maturity date, all principal and unpaid interest will be payable in full. We may prepay the loan in part or in full during the loan period subject to certain conditions and fees. As of August 1, 2015, we had $20.3 million outstanding on the construction loan.

As of January 31, 2015 we had $191.3 million of cash and cash equivalents and $250.3 million of working capital, compared with $135.8 million of cash and cash equivalents and $235.3 million of working capital as of February 1, 2014. The increase in cash and working capital as of January 31, 2015 compared to the prior year was primarily due to $40.0 million of borrowings under our amended revolving credit facility in preparation for the Drs. Foster and Smith acquisition in the first quarter of fiscal 2015.

As of February 1, 2014 we had $135.8 million of cash and cash equivalents and $235.3 million of working capital, compared with $130.4 million of cash and cash equivalents and $173.1 million of working capital as of February 2, 2013. The increase in working capital as of February 1, 2014 was primarily due to higher inventory levels to support sales volume.

We expect our cash flow from operations to be sufficient to meet our working capital needs, planned capital expenditures and debt service obligations for the next 12 months and the foreseeable future. We assess the economic environment and market conditions to guide our decisions for uses of excess cash from operations, including capital expenditures and investments. However, if we were to pursue a significant acquisition or if our cash flow from operations was negatively affected by macroeconomic or other unusual conditions, we may draw against our amended revolving credit facility to the extent it remains available. Additionally, we will continue to evaluate the use of our amended revolving credit facility to satisfy future obligations and strategically manage our cash flow.

Net cash provided by operations increased $34.3 million for the twenty-six weeks ended August 1, 2015 compared to the twenty-six weeks ended August 2, 2014, due to an increase in net income plus non-cash charges and a decrease in cash used for prepaid expenses due to the timing of payments. This increase was partially offset by cash used for inventory to support our growing business.

Net cash provided by operating activities was $245.4 million, $164.6 million and $248.4 million for fiscal 2014, 2013 and 2012, respectively. Net cash provided by operating activities increased by $80.9 for fiscal 2014 compared to fiscal 2013, due to the following: increase in net income plus non-cash charges, cash used for inventory, accounts receivable due to the timing of payments, the timing of tax payments and accrued construction costs related to our new San Diego, California co-headquarters facility. Cash provided by operations decreased for fiscal 2013 compared to fiscal 2012 primarily due to an increase in cash used for inventory to support the growth of our business and the payment timing of accrued salaries and employee benefits and accrued expenses.

Substantially all of our sales are on a cash basis and therefore provide us with a significant source of liquidity. We use net operating cash principally to purchase merchandise inventory, to fund our capital expenditures and to make interest and principal payments on our debt. We finance our operations and store expansion program, remodels and other expenditures to support our growth initiatives primarily through cash generated from operating activities. Substantially all the inventory we purchase is financed through vendor credit.

Net cash used in investing activities was $269.4 million for the twenty-six weeks ended August 1, 2015, compared to $109.1 million for the twenty-six weeks ended August 2, 2014. This increase related primarily to our purchase of Drs. Foster and Smith and capital expenditures. The twenty-six weeks ended August 1, 2015 included capital expenditures to build-out our San Diego, California co-headquarters facilities, construct leasehold improvements, purchase fixtures and equipment, remodel existing locations and purchase computer hardware and software related to our strategic infrastructure transformation initiatives. Additionally, we incurred capital expenditures associated with the construction and build-out of our new distribution center in Reno, Nevada.

Net cash used in investing activities was $213.7 million, $145.8 million and $178.4 million for fiscal 2014, 2013 and 2012, respectively, and relates primarily to capital expenditures. Fiscal 2014 included capital expenditures to purchase an office building and land in San Diego, California to relocate our existing co-headquarters facilities and to support the future expansion of our growing business, construct leasehold improvements, purchase fixtures and equipment for new locations and remodel existing locations and purchase computer hardware and software. See “—Capital expenditures” for a description of the type of expenditures incurred.

Net cash provided by financing activities was $43.6 million for the twenty-six weeks ended August 1, 2015, compared to a use of $7.7 million for the twenty-six weeks ended August 2, 2014. During the twenty-six weeks ended August 1, 2015, financing activities consisted of $31.0 million of net borrowings under our amended revolving credit facility and $20.3 million of borrowings under our construction loan for our new co-headquarters in San Diego, California. These proceeds were slightly offset by $6.1 million in principal payments on our amended term loan facility.

Net cash provided by (used in) financing activities was $23.8 million, ($13.4) million and ($61.7) million in fiscal 2014, 2013 and 2012, respectively. During fiscal 2014, financing activities primarily

consisted of $40.0 million of borrowings under our amended revolving credit facility in anticipation of the purchase of Drs. Foster and Smith in early fiscal 2015 and $1.4 million received in cash from stock option exercises for which we issued 3.1 million shares of our common stock. These proceeds were slightly offset by $12.3 million in principal payments on our amended term loan facility, $1.5 million for capital lease payments and $3.2 million for common stock repurchases.

During fiscal 2013, financing activities primarily consisted of $9.2 million in principal payments on our amended term loan facility, debt issuance costs paid and capitalized in conjunction with our revolving credit facility totaling $1.4 million, debt issuance costs paid and capitalized in conjunction with the amended term loan facility totaling $0.2 million, a $3.2 million cash bonus paid to optionholders related to options unvested as of the fiscal 2012 recapitalization, $2.0 million for capital lease payments and $3.3 million for equity repurchases.

During fiscal 2012, financing activities primarily consisted of the issuance of $550.0 million aggregate principal amount of our senior PIK toggle notes and a $589.4 million cash dividend and other payments made with respect to our equity interests.

Petco Animal Supplies has a $1,225.0 million ($1,212.8 million, net of original issue discount) senior secured term loan facility (the “term loan facility”), maturing on November 24, 2017, which was most recently amended on February 5, 2013, and a senior secured asset-based revolving credit facility (the “revolving credit facility”), providing for senior secured financing of up to $400.0 million, subject to a borrowing base, expiring on April 19, 2018 (subject to a springing maturity 91 days inside the term loan facility maturity), which was most recently amended on November 21, 2014. The term loan facility and the revolving credit facility are collectively referred to as the “senior secured credit facilities.”

At August 1, 2015, the outstanding principal balance of our amended term loan facility was $1.170 billion ($1.167 billion, net of the unamortized discount). Interest under the amended term loan facility is at our option, the bank’s alternative base rate payable quarterly in arrears or the London Interbank Offered Rate (“LIBOR”) (subject to a 1.00% floor) payable upon maturity of the LIBOR contract, plus the applicable rate in either case. The alternative base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5% or adjusted LIBOR plus 1.0%. The applicable rate is either 2.00% per annum for an alternative base rate loan or 3.00% per annum for a LIBOR loan.

As of August 1, 2015, $71.0 million was outstanding under the amended revolving credit facility and $280.6 million remains available for borrowing, which is net of $48.4 million of outstanding letters of credit.

Our amended revolving credit facility has availability up to $400.0 million, including a $360.0 million “Tranche A” commitment and a $150.0 million letter of credit sub-facility. The availability is limited to a borrowing base, which allows us to borrow up to 90.0% of eligible credit card receivables plus the lesser of 85.0% of eligible inventory and 90.0% of the net orderly liquidation value of the inventory, net of certain reserves, for Tranche A. The first in-last out revolving commitment (the “FILO commitment”) borrowing base is incremental to the Tranche A borrowing base and is 10.0% of the eligible credit card receivables plus 10.0% of the net orderly liquidation value of eligible inventory (which advance rates will be reduced to 7.5% and 5% on November 21, 2015 and November 21, 2016, respectively). Letters of credit reduce the amount available to borrow under the revolving credit facility by their face value.

Interest on our amended revolving credit facility is based on either the bank’s alternate base rate payable quarterly in arrears or LIBOR payable upon maturity of the LIBOR contract, in either case plus a spread. The bank spread rates are dependent on average historical excess availability as follows:

The rate in effect on unused commitments is 0.25% and is not dependent upon excess availability. The FILO commitment reduces by $10.0 million on each of November 21, 2015 and November 21, 2016, and Petco Animal Supplies will be required to prepay outstanding FILO loans to the extent such loans exceed the lower commitment level. The FILO loans may be prepaid at any time without penalty and any amounts prepaid cannot be reborrowed.

The obligations under our senior secured credit facilities are unconditionally guaranteed by each of Petco Animal Supplies’ domestic material subsidiaries (the “Guarantors”) and secured, subject to certain exceptions, by substantially all assets of Petco Animal Supplies and the Guarantors.

The credit agreements governing the senior secured credit facilities contain certain affirmative covenants and negative covenants that relate to indebtedness, liens, fundamental changes in the business, investments, restricted payments and agreements, among other things. The credit agreement governing the revolving credit facility requires Petco Animal Supplies to comply with a minimum fixed charge coverage ratio if excess availability falls below a specified threshold. Under the credit agreement governing the revolving term loan facility, compliance with a minimum fixed charge coverage is a condition to Petco Animal Supplies taking certain corporate actions. Such covenants apply to Petco Animal Supplies and its restricted subsidiaries.

At August 1, 2015, the aggregate principal amount of Petco Animal Supplies’ unsecured senior notes maturing on December 1, 2018 was $500.0 million ($494.9 million, net of the unamortized discount). Our senior notes bear interest at a rate of 9.25% per annum, payable semi-annually in arrears on June 1 and December 1. Petco Animal Supplies may redeem the senior notes at our option, in whole or in part, based on the following agreed-upon schedule of redemption prices if redeemed during the 12-month period beginning on December 1 of each of the years indicated below:

The indenture governing the senior notes contains negative covenants substantially similar to but less restrictive than those in our senior secured credit facilities. In addition, the indenture governing the senior notes contains a number of events of default (many of which are subject to applicable cure periods), including, among others, the failure to make payments when due, defaults under other agreements or instruments of indebtedness and non-compliance with covenants. Upon the occurrence of an event of default, the holders of the senior notes may declare all amounts outstanding to be immediately due and payable. At August 1, 2015, we were in compliance with all of the covenants under the indenture governing the senior notes.

At August 1, 2015, the aggregate principal amount of our unsecured senior PIK toggle notes maturing on October 15, 2017 was $550.0 million ($548.6 million, net of the unamortized discount). Our PIK toggle notes bear interest at a rate of 8.50% per annum for cash interest and 9.25% for PIK interest, payable semi-annually in arrears on April 15 and October 15. For each interest payment (other than for the final interest period ending at stated maturity, which is to be paid in cash), we are required to pay interest on the PIK toggle notes entirely in cash, unless certain conditions are satisfied, in which case we are entitled to pay, to a certain extent, interest for such period by either increasing the principal amount of the notes or by issuing new notes for the amount of the interest payment.

We may redeem the PIK toggle notes at our option, in whole or in part, based on the following agreed-upon schedule of redemption prices if redeemed during the 12-month period beginning on October 15 of each of the years indicated below:

The indenture governing the PIK toggle notes contains negative covenants substantially similar to, but less restrictive than, those in our senior secured credit facilities, restricting Petco Holdings and its restricted subsidiaries, including Petco Animal Supplies and its subsidiaries. In addition, the indenture governing the PIK toggle notes contains a number of events of default (many of which are subject to applicable cure periods), including, among others, the failure to make payments when due, defaults under other agreements or instruments of indebtedness and non-compliance with covenants. Upon the occurrence of an event of default, the holders of the PIK toggle notes may declare all amounts outstanding to be immediately due and payable. At August 1, 2015, we were in compliance with all of the covenants under the indenture governing the PIK toggle notes.

Under the credit agreements governing our Senior Secured Credit Facilities and the indentures governing our senior notes and PIK toggle notes, we are and will be permitted to enter into certain additional borrowing arrangements.

In August 2011, we entered into a total of six interest rate swap agreements in connection with $600.0 million of our amended term loan facility to fix the variable portion of our LIBOR loan and to limit our exposure to interest rate variability. The interest rate swaps were forward-starting with effective dates of September 28, 2012 and September 30, 2013 and are based on three-month LIBOR contracts subject to a 1.25% floor with key terms as follows (dollar amounts in thousands):

In connection with the February 5, 2013 term loan facility amendment, we elected to discontinue hedge accounting for the outstanding interest rate swaps. As such, unrealized losses in accumulated

other comprehensive income will be reclassified into income as a component of interest expense during the periods in which the hedged forecasted transaction affects income, which is as interest on the amended term loan facility is incurred. All prospective changes in fair value are recorded as a component of interest expense in the condensed consolidated statements of income and comprehensive income in the period of change. Additionally, the interest rate swap agreements can reduce the availability of funds under our amended revolving credit facility.

All of our retail locations and other support and distribution facilities are leased, with the exception of (i) our co-headquarters in San Diego, California which consists of four owned facilities (three of which are operational and one new location, which is currently being built-out and is expected to be placed into service during the second half of fiscal 2015) and one leased facility, (ii) our co-headquarters in San Antonio, which consists of one owned facility and an adjacent parcel of land, (iii) a retail store, distribution center and corporate office in Wisconsin related to our Drs. Foster and Smith acquisition and (iv) three retail locations. Our average net investment to open a new store ranges from approximately $500,000 to $800,000 depending on the size range for our typical stores, consisting of capital investments, inventory and pre-opening expenses, net of tenant allowances. We also incur capital expenditures related to store remodels, distribution centers and administrative support, including information technology.

The majority of the capital expenditures for fiscal 2014, 2013 and 2012, as well as the twenty-six weeks ended August 1, 2015 and August 2, 2014, were discretionary in nature and were made to expand our business.

We do not have any relationships that are considered off-balance sheet financing, other than operating leases. Specifically, we do not have any unconsolidated entities or financial partnerships,

such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited financing purposes. In addition, we do not engage in trading activities involving non-exchange-traded contracts. As a result, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we engaged in such relationships.

The following summarizes our contractual obligations at January 31, 2015 and the effect such obligations could have on our liquidity and cash flow in future periods (amounts in thousands):

We operate under one reportable segment and generate net sales, income and cash through our sales of pet food, supplies and companion animals and services across store and ecommerce channels.

Inflation and deflation can impact our financial performance. During inflationary periods, our financial results can be positively impacted in the short term as we sell lower-priced inventory in a higher price environment. Over the longer term, the impact of inflation is largely dependent on our ability to pass price increases to our customers, which is subject to competitive market conditions. Although neither inflation nor deflation has had a material impact on our operating results, we can make no assurance that our business will not be affected by inflation or deflation in the future.

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or “GAAP,” requires us to make assumptions and estimates about future results, and apply judgments that affect the reported amounts of assets, liabilities, net sales, expenses and related disclosures. We base our estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

We state our significant accounting policies in the notes to our annual consolidated financial statements, which are included in this prospectus. We believe that the following accounting estimates are critical to aid in fully understanding and evaluating our reported financial results, as these estimates require management’s complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

We value our inventory at the lower of the cost or fair market value through the establishment of inventory valuation and shrink reserves. Cost is determined by the average cost method and includes inbound freight charges. Our valuation reserves represent the excess of the carrying value or average cost, over the amount we expect to realize from the ultimate sale of the inventory. Valuation reserves establish a new cost basis, and subsequent changes in facts or circumstances do not result in an increase in the newly established cost basis. Our valuation reserves are subject to uncertainties, as the calculation requires us to make assumptions regarding inventory aging, forecasted consumer demand and trends and the promotional environment.

Our inventory shrink reserve represents estimated physical inventory losses that have occurred since the last physical inventory date. Periodic inventory observations are performed on a regular basis at store locations, and cycle counts are performed for inventory at distribution centers to ensure inventory is properly stated in our financial statements. During the period between counts at store and distribution center locations, we accrue for estimated shrink losses based on historical shrinkage results, taking into consideration any current trends in the business.

We have not made any material changes in our methodology used to establish our inventory valuation and shrink reserves during the past three fiscal years. A 10% difference in our actual valuation reserve at January 31, 2015 would have an insignificant effect on pre-tax income in fiscal 2014. Additionally, we do not believe there is a reasonable likelihood that there will be a material change in future estimates or assumptions we use to calculate our shrink reserve. However, if estimates of losses are inaccurate, we may be exposed to losses or gains that could be material. A 10% difference in our actual reserve at January 31, 2015 would have affected pre-tax income by $3.2 million in fiscal 2014.

Long-lived assets, other than goodwill and intangible assets, which are separately discussed below, are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset (or group of assets) exceeds its fair value, with fair value determined based on the income approach.

Factors we consider important and which could trigger an impairment review include: (i) significant underperformance of a store relative to expected historical or projected future operating results; (ii) significant changes in the manner of our use of assets or strategy for our overall business; (iii) significant negative industry or economic trends; or (iv) planned store closings.

We have not made any material changes in the accounting methodology we use to assess impairment losses during the past three fiscal years.

We evaluate our goodwill and trade name, which are our most significant intangible assets, for impairment annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess whether a goodwill impairment exists using both qualitative and quantitative assessments. Our qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we will not perform a quantitative assessment. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded.

Factors we consider important and which could trigger an impairment review include: (i) significant underperformance of a reporting unit relative to expected historical or projected future cash flows; (ii) significant changes in the manner of our use of assets or strategy for our business at a reporting unit; (iii) significant negative industry or economic trends; or (iv) decreased market value of publicly traded peer companies.

We have not made any material changes in the accounting methodology we use to assess impairment losses during the past three fiscal years.

We maintain accruals for our self-insurance of workers’ compensation, preferred provider organization employee-related health care benefits and general and auto liabilities. Insurance coverage is in place above retention limits to limit our exposure to large claims. When estimating our self-insurance reserves, we consider a number of factors, including historical experience, trends related to claims and payments and information provided by our insurance brokers and actuaries. Periodically, we review our assumptions and valuations provided by our actuaries to determine the adequacy of our self-insurance reserves.

We are required to make assumptions and to apply judgments to estimate the ultimate cost to settle reported claims and claims incurred but not reported at the balance sheet date. There were no significant changes to the self-insurance reserves during the past three years other than routine current period activity. A 10% change in our self-insurance reserves at January 31, 2015 would have affected pre-tax income by $7.4 million in fiscal 2014.

We account for acquisitions of assets or entities that include inputs and processes and have the ability to create outputs as business combinations. We record the purchase price for assets acquired and liabilities assumed based on estimated fair values. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from the respective date of acquisition.

Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any contingent considerations, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization.

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued updated guidance on the presentation of financial statements and property, plant and equipment related to reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance amends the criteria for reporting discontinued operations and includes additional disclosure requirements. The new standard is effective for annual periods beginning with our fiscal year 2015 and for interim periods beginning with our fiscal year 2016, with early adoption permitted for disposals or classifications as held for sale that have not been reported in financial statements previously available for issuance. We elected to early adopt this guidance, and it did not have a material impact on our condensed consolidated financial statements.

In May 2014, the FASB issued updated guidance on revenue recognition that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has finalized a one year deferral of the effective date; the standard

will be effective for our fiscal year 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact the new standard and adoption methods will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method, nor have we determined the effect of the standard on our ongoing financial reporting. The impact of the new standard on our consolidated financial statements is not expected to be material.

In April 2015, the FASB issued updated guidance on the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with the presentation of debt discounts. The new guidance will be effective for our fiscal year 2016, and early adoption is permitted. We plan to early adopt this accounting policy as of the end of fiscal year 2015. The guidance is to be applied on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. $19.0 million and $22.3 million in debt issuance costs are included in other assets in our condensed consolidated balance sheet as of August 1, 2015 and January 31, 2015, respectively.

In July 2015, the FASB issued updated guidance on inventory measurement that applies to inventory that is measured using any method other than the last-in, first out (“LIFO”) or retail inventory method. The new guidance requires inventory to be measured at the lower of cost and net realizable value. The new standard is effective for interim and annual periods beginning with our fiscal year 2017. We are currently evaluating the impact the new standard will have on our consolidated financial statements and related disclosures. The impact of the new standard on our consolidated financial statements is not expected to be material.

We are subject to market risks arising from transactions in the normal course of our business. These risks are primarily associated with interest rate fluctuations, as well as changes in our credit standing, based on the capital and credit markets, which are not predictable. We do not currently hold any instruments for trading purposes.

Market risks relating to our operations result primarily from changes in short-term LIBOR, as our amended term loan facility and amended revolving credit facility utilize a portfolio of short-term LIBOR contracts. These LIBOR contracts are fixed rate instruments that can range from a period of between one and six months, at our discretion. Our portfolio of LIBOR contracts can vary in length and interest rate, such that adverse changes in short-term interest rates could affect the overall borrowing rate when contracts are renewed; however, LIBOR during the twenty-six weeks ended August 1, 2015 was below the LIBOR floor rate for the amended term loan facility.

Our amended term loan facility with an outstanding balance of $1.170 billion ($1.167 billion, net of discount) as of August 1, 2015 is subject to exposure of interest rate changes. For the amended term loan facility, a hypothetical 10% increase in variable rates from the applicable rates at August 1, 2015 would not have an impact on interest expense, as LIBOR was more than 10% below the floor stipulated in the amended term loan agreement. Additionally, on August 12, 2011 and August 16, 2011, we entered into six interest rate swap agreements in connection with $600.0 million of the amended term loan facility to fix the variable portion of the LIBOR loan and limit exposure to future interest rate variability. The interest rate swaps became effective on September 28, 2012 and September 30, 2013 and are based on three-month LIBOR contracts subject to a 1.25% floor. We cannot predict market fluctuations in interest rates and their impact on our debt, nor can there be any assurance that long-term fixed-rate debt will be available at favorable rates, if at all. Consequently,

future results may differ materially from estimated results due to adverse changes in interest rates or debt availability.

We held money market fund investments of $17.0 million as of August 1, 2015, classified as cash and cash equivalents. We also had $8.4 million at August 1, 2015, classified as restricted cash. These investments are short-term in nature, and therefore changes in interest rates would not be expected have a material impact on the valuation of these investments; however, interest rate fluctuations would affect the amount of interest income that is earned.

We enter into a significant amount of purchase obligations outside of the United States, which are settled in U.S. dollars and, therefore, have only minimal exposure to foreign currency exchange risks. Additionally, we are exposed to foreign currency fluctuations in connection with our Mexico joint venture and our available-for-sale investment in a publicly traded pet-related business in Australia; however, the impact of any currency fluctuations is not material to our results of operations. We do not hedge against foreign currency risks and believe that foreign currency exchange risk is immaterial to our operations.

As of August 1, 2015, we operated 1,409 stores across all 50 states, the District of Columbia and Puerto Rico and an additional 13 stores through our joint venture in Mexico. We have two retail formats: Petco, our flagship retail store format, and Unleashed, a smaller format and up-scale urban lifestyle concept, which enable us to capitalize on real estate opportunities in a variety of urban, suburban and rural markets across the country. We offer a robust suite of in-store services that we believe appeal to discerning pet parents. These services, which cannot be replicated online, include grooming and dog training as well as low-cost vaccination and preventative wellness services, and we continue to expand and enhance our services offerings to address this fast-growing market segment. Our stores are complemented by the largest ecommerce platform in specialty pet retail, which includes Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com, and we have one of the most followed pet brands on social media.

Our stores are at the heart of our customer engagement strategy, showcasing our love for pets and providing opportunities for our associates to deliver high-quality service and knowledgeable advice to customers. Based on measures of unaided brand awareness and our Net Promoter Score, the Petco brand is widely recognized and highly recommended. To capitalize on our trusted brand and drive engagement with pet parents, we empower our sales associates to provide solutions for customers in the areas of pet nutrition, behavior and services. We utilize the rich customer insights gathered from our Pals loyalty card database to help guide our customer engagement strategy. This database included 19.1 million active members (which we define as members having made a purchase in the last twelve months) and captured 87% of our total sales in fiscal 2014. We believe our highly trained sales associates, together with our data-driven customer engagement model, promote regular return visits of our customers and help establish Petco as a one stop shop for all pet needs.

We have made substantial investments in our omnichannel retail model to position us for continued growth and success in the evolving pet industry. We operate our ecommerce business in-house, utilizing fulfillment processes which are integrated with our network of distribution centers. In recent years, we have made significant investments in our infrastructure to further optimize our business platform. Additionally, these investments include integrating new technology across stores, web and mobile experiences to complement our advanced in-house ecommerce fulfillment processes; a new advanced CRM system to manage our Pals loyalty program; and the opening of our fifth main distribution center in Reno, Nevada to support our western U.S. store expansion and ecommerce business.

Under the leadership of our experienced management team, we have taken several actions to strengthen our market position and enhance our growth potential. These actions include:

Adjusted EBITDA and Adjusted Net Income are financial measures that are not presented in accordance with U.S. GAAP. For a discussion of our use of Adjusted EBITDA and Adjusted Net Income and reconciliations to net income, and historical comparable sales growth, please refer to “Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data.”

* Online includes ecommerce sales of brick and mortar market participants, including Petco.

The pet industry is characterized by the following trends that we believe positively impact our competitive positioning:

* Represents internal estimates for 2005 to 2008, and Packaged Facts data from 2009 to 2015E.

We believe that we will continue to capitalize on attractive industry dynamics as a result of the following key competitive strengths:

across Facebook, Twitter, Instagram, Pinterest and other social media outlets. Social media engagement enables us to effectively reach our customers, particularly millennial customers who on average significantly outpace baby boomers in omnichannel shopping habits and pet accessory “splurge” tendencies. Overall, we seek to be at the forefront of the shift to more individualized marketing and customer engagement, creating a loyalty-based, lifetime value proposition for pet parents that increases visit frequency and per trip expenditure levels.

Convert more customers to premium pet food buyers. The pet food category is a key driver of traffic for our stores and our websites that offer food products. For example, the total average size of transactions including food purchases was approximately 34% higher than non-food purchases during the second quarter of fiscal 2015. Pals members purchasing food during the second quarter of fiscal 2015 also made an average of approximately 3.1 trips to our stores during the quarter, compared to approximately 1.8 average trips made by Pals members who did not purchase food during the quarter. As pet parents are often resistant to switching pet foods, we designed our most recent advertising campaign—“what we feed them matters”—around inspiring pet parents to think critically about nutrition. In fiscal 2015 we also launched our Petco in-store demo program, which offers free pet food samples and nutritional information on brands and pet nutrition alternatives. The advertising campaign and demo program are supported by enhanced in-store associate training on nutrition conversations with customers.

growth in private label products, including a dedicated sourcing office in Asia, established in 2007. We intend to increase our private label sales by increasing penetration of existing brands such as You & Me, Well & Good, Sophresh, Bowl Mates and Bootique. We also intend to continue to expand our offering of new products and brands, including by opportunistically licensing additional brands. We also have an opportunity to leverage our Drs. Foster and Smith brand for developing veterinarian-approved product lines that can support both our online and store merchandising initiatives. We believe growing our private label sales will enhance overall net sales growth and drive gross margin rate benefit.

Continue to open profitable new stores. We believe our compelling product offering, leading customer engagement and the success of our flexible format stores across a broad range of geographic regions and population densities creates a significant opportunity to profitably increase our store count. Our flexible format stores, which generally range from 4,000 to 15,000 square feet, permit us to enter a wide range of markets to capitalize on attractive growth opportunities. For example, our smaller format Unleashed stores provide a differentiated market fill-in opportunity in urban centers. Our Petco store model has attractive economics for urban, suburban and more rural market settings. Based on our internal estimates there are 800 to 900 additional locations in the United States that fit our performance requirements for new stores.

Align organizational incentives to drive omnichannel growth. We believe that aligning incentives, training and communication programs to support omnichannel is as important as digital asset implementation to driving significant net sales growth. For example, we are augmenting incentive programs for our store organization to also reward in-store efforts to generate online sales. We believe that if our employees have an equal incentive to foster a strong customer relationship any time through any channel, we can drive an overall higher total company net sales growth rate.

Invest in new innovative revenue driving capabilities. We have a history of making strategic investments in systems, infrastructure, and complementary businesses to drive growth. Our management team has a disciplined focus and advanced return-on-investment framework for capital allocation decisions related to new stores, distribution facilities, and home office assets. We also regularly evaluate business acquisition opportunities in the pet industry. Overall, we seek to remain close to new and emerging business trends in the industry and take a measured approach to assessing their potential growth value to Petco.

As of August 1, 2015, we operated 1,409 locations across all 50 states, the District of Columbia and Puerto Rico under two retail formats: Petco, our flagship retail format, and Unleashed, our up-scale urban lifestyle format. We also offer an expanded range of consumables and supplies through our Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com websites.

Our Petco stores span 1,283 retail locations across all 50 states, the District of Columbia and Puerto Rico and sell a broad range of premium pet consumables, supplies and companion animals, and services. Our Petco merchandising strategy is to provide a differentiated assortment of pet products and services. Petco stores have an average of 14,000 square feet and carry on average between 10,000 and 13,000 core SKUs.

As of August 1, 2015, we operated 126 Unleashed stores located in 13 states and the District of Columbia. These stores have an average of 5,000 square feet and carry an average range of between 5,000 and 7,000 core SKUs. This concept offers us a differentiated market fill-in opportunity in urban markets.

We also recently expanded into Mexico with a joint venture with Grupo Gigante and had 13 Petco stores in Mexico as of August 1, 2015, and plan to open additional stores in the future. In addition, we operated ten pet hotels as of August 1, 2015.

We have developed a rigorous and flexible process for site selection. We select sites for new store openings based on criteria such as local demographics, traffic patterns, psychographic profiles,

store visibility and accessibility, pet purchase data from our existing customer database and availability of attractive lease terms. Our store model across both the Petco and Unleased formats is adaptable to markets of multiple sizes and settings, from suburban / rural populations of less than 50,000 to major urban metropolitan areas. Our store model is designed to be profitable in a variety of real estate venues, including neighborhood and lifestyle centers as well as single-unit, stand-alone locations. In most markets, we generally seek anchor locations within high-traffic, easily accessible shopping centers that can include major discount retailers, wholesale retailers, other specialty hardline retailers or supermarkets.

Members of our real estate team spend considerable time evaluating prospective sites before bringing a proposal to our real estate committee. Our real estate committee, which is comprised of certain members of senior management including our Chief Executive Officer, Chief Financial Officer and Senior Vice President of Stores, approves all prospective locations before a lease is signed. We believe there is a significant opportunity to expand our store base in the United States. Based on our internal research, there are an additional 800 to 900 locations in the United States that fit our performance requirements for new stores.

We currently plan to grow our store base at a rate of 60 to 70 net new stores annually. Our new store growth plan is supported by our target new unit economics, which we believe to be compelling. A typical store location ranges in size from 4,500 square feet for our Unleashed and smaller format Petco stores to 15,000 square feet for our more traditional Petco stores with an average size across the store base of 14,000 square feet. Our average net investment to open a new store ranges from approximately $500,000 to $800,000 depending on the size range for our typical stores, consisting of capital investments, inventory and pre-opening expenses, net of tenant allowances.

Sales for our new stores typically reach approximately 60% to 65% of mature store sales in the first twelve months after opening, and typically reach mature sales performance four to five years after opening. We target a four-wall Adjusted EBITDA margin (a measure of store level performance) of 18% to 20% at maturity and a 25% internal rate of return over our initial lease term.

Our stores are complemented by the largest integrated ecommerce offering in pet specialty retail, with Petco.com, DrsFosterSmith.com, Liveaquaria.com and Unleashed.com collectively generating over $185 million in total net sales during the first half of fiscal 2015 and having a combined 2.5 million active customers as of August 1, 2015. We offer leading convenience capabilities, including our “extended aisle” online ordering from our stores, repeat delivery for supplies and consumables and same-day delivery in major U.S. cities through our recent partnership with Instacart. In addition to the ability to order products, our websites recreate the in-store experience by focusing on a fun, content-driven shopping experience for online customers. Our websites are also one of our key marketing vehicles, specifically as it relates to social media marketing initiatives.

We acquired DrsFosterSmith.com in fiscal 2015, which allows us to offer a complementary assortment of online pet pharmacy, therapeutic, and health and wellness products. In 2015, DrsFosterSmith.com was recognized as one of the top ten most trustworthy websites in the country according to the Online Trust Alliance.

We believe that our websites are well-positioned to capture market share of online purchases, which represent one of the fastest growing distribution channels for pet products.

We offer over 17,000 distinct items in our Petco and Unleashed stores and over an additional 18,000 items online through our Petco.com, DrsFosterSmith.com, Liveaquaria.com and

Unleashed.com websites. Our assortment includes nationally recognized brand names as well as an extensive selection of proprietary brands, including our private label. The following chart shows the breakdown of our fiscal year 2014 net sales by merchandise category:

Our dog and cat food offerings consists of a broad assortment of leading natural, premium and essential foods. We continue to evolve our relationships with leading premium and natural food vendors and strive to retain a unique offering of products and brands. Many of our premium and natural brands are not available in grocery stores, discount clubs or other mass merchandisers. In addition, we offer a variety of prescription diet foods through our Drs. Foster and Smith website.

We offer an expansive selection of supplies for dogs and cats which includes treats and chews, cat litter, fun and fashion items, health and wellness products such as vitamins and flea medicine, toys, pet carriers, cat furniture, dog houses and veterinary supplies. In addition, we offer a variety of prescription medications through our full-service pet pharmacy on our Drs. Foster and Smith website.

We feature in-store specialty departments for companion animals, which include a large assortment of salt and fresh-water fish, birds, reptiles and other small pets. We also sell a variety of aquatic life and supplies through our Liveaquaria.com website. We do not sell dogs or cats, but provide space in our stores for adoption and animal welfare organizations.

We augment the breadth of our brand name merchandise with private label merchandise. Our private label offering of pet supplies accounted for 15% of our net sales in fiscal 2014 and from fiscal 2010 to fiscal 2014 we grew our private label sales at a CAGR of 7.1%. We intend to increase our private label sales by both increasing penetration of existing brands and developing and marketing new brands and licensed product labels that are not offered by our closest pet specialty retail competitors.

Our broad assortment of pet services includes grooming, dog training, vaccinations and other veterinary services. We offer full-service, high-quality grooming and training services in all our Petco stores and self-service dog washes in many of our Unleashed locations.

We offer a variety of grooming services to customize each pet’s experience and our educated pet stylists help pet parents find comprehensive solutions to ensure the health and well-being of their pets.

We believe quality training is essential for long, happy and safe relationships between pet parents and their dogs. Our pet training services range from puppy classes to advanced or private courses, led by our passionate instructors to help pet parents build a lifetime bond with their dog.

Our in-store vaccination clinics through our Vetco brand offer a variety of preventative care services for the health and well-being of pets. We operate mobile clinics that supported over 80% of our locations as of the end of fiscal 2014, which offer affordable, low cost vaccination services and preventative veterinary care inside select stores during convenient evening and weekend hours.

We believe the frequent return visits of our customers and our strong customer loyalty is driven by our in-store theatre highlighted by our live companion animals, in-store space for pet adoption and animal welfare organizations and interactive in-store customer experience.

We operate five main and six regional distribution centers located in various parts of the United States. In fiscal 2014, we invested in a new warehouse management system platform for our distribution network. Bulk items are shipped either from our main distribution centers to regional distribution centers for redistribution to our stores, or are sent directly from main distribution centers to stores. Manufacturers ship non-bulk supplies to both main and regional distribution centers. We fulfill orders from our ecommerce customers through four of our main distribution centers and from a dedicated, owned warehouse for DrsFosterSmith.com. With the opening of our fifth main distribution center in Reno, NV, we believe our distribution network provides the coverage and capacity, and the ability to expand such coverage and capacity as needed, to meet our near-term growth needs.

We purchase most of our merchandise directly from specialty suppliers and manufacturers of national brand products. While we do not maintain long-term supply contracts with any of our vendors, we believe we enjoy a favorable and stable relationship with each of these companies. Many of the natural and premium pet food brands we carry, such as Natural Balance, Blue Buffalo, Merrick, Wellness, Natural Choice, Science Diet and Eukanuba, are not presently carried by supermarkets and discount stores due to manufacturer restrictions. No supplier or manufacturer constitutes more than fifteen percent of our total purchases.

At Petco our vision is Healthier Pets. Happier People. Better World. We believe in our WholePets philosophy of caring for the physical, mental, emotional and social well-being of pets.

To build this partnership, we have a variety of robust omnichannel, customer centric marketing programs that allow us to engage our customers in the ways most relevant to them. The integration of our online and print advertising supports our efforts to drive sales across all channels. We also employ a targeted local marketing strategy to help our stores be relevant to our customers within their unique trading area. Our expanding CRM capabilities give us the ability to use our customer data to continually increase the personalization and customization of our messages and their delivery.

We believe our marketing programs deliver brand differentiation, communicate pet parenting trends and innovation, and provide promotional offers to generate excitement for our breadth of products and pet services. We deliver our message across traditional media including newspaper circulars, TV, mail and in-store activities, while expanding digital and mobile vehicles including search, social media, email and display advertising.

We believe that we offer a high level of service to customers shopping online through easy-to-use desktop and mobile websites and many customer-friendly features such as personalized recommendations, online rewards redemption, detailed product descriptions, specific breed information, and automatic repeat delivery. In addition, we place high importance on quick, accurate product delivery and offer customers a variety of options to take delivery of their purchases and make returns, including free shipping (on purchases over $49) and two-hour delivery (in over 50 cities as of August 1, 2015 through our partnership with Instacart). We also offer customers an efficient and friendly call and chat service center.

We engage Petco and Unleashed customers through the leading social media platforms on blogs, Twitter feeds, YouTube, Pinterest boards, Snapchat accounts and Facebook pages. We were also voted one of the five best brands on Instagram in February 2015. Social content includes insider pet parent news, exclusive content, brand profiles, product promotion, exclusive savings, customer service and event support. Posts and replies to customers are updated each day. Each platform is designed to build relationships with our customers and reinforce our position as an ‘everything for your pet’ resource with deep knowledge and solutions for all pet parents needs.

We maintain an active calendar of local in-store activities including adoption events, vaccination clinics, product demos and free samples every weekend. Specific events include Meet The Critters events, Reptile Rallies and more.

Our Pals customer loyalty program is designed to cultivate and reward long-term relationships. Pals customers get access to private online events, exclusive savings and promotional offers with the ability to accumulate points for $5 off their next purchase for every $100 spent. Our Pals loyalty program provides a rich source of customer data with 87% of our sales in fiscal 2014 generated by Pals customers.

At the Petco Foundation, a separately incorporated 501(c)(3) nonprofit organization, we believe that every animal deserves to live its best life. Since 1999, we have invested more than $130 million in lifesaving animal welfare work to make that happen. With our more than 8,000 animal welfare partners, we inspire and empower communities to make a difference by investing in adoption and medical care programs, spay/neuter services, pet cancer research, service and therapy animals, and numerous other lifesaving initiatives. Through our Think Adoption First program, we partner with Petco stores and animal welfare organizations across the country to increase pet adoptions. To date, we have helped more than 4.2 million pets find their new loving families.

The pet food, supplies and services industry is highly competitive. This competition can be categorized into five different segments: grocery; discount stores; pet specialty; traditional pet stores and independent service providers; and ecommerce-only websites. Based on total sales, we are the second largest national pet specialty retailer, with the leading online position among national pet specialty retailers. We believe the primary competitive factors that influence our business are product assortment and quality, convenient store locations, an engaging store environment, attentive customer service and knowledgeable advice from our associates, our services offerings and providing excellent

quality for a fair price. We focus our assortment on specialty products and premium pet foods, which minimizes the potential overlap with supermarkets and discount stores. We believe that we compete effectively within our various geographic areas. However, several of our competitors are much larger in terms of sales volume and have access to greater capital and management resources than we do.

As of August 1, 2015, we employed approximately 27,800 associates, of whom approximately 17,000 were employed full-time. Approximately 91% of our employees were assigned to stores or were in direct field supervision, approximately 5% were in distribution centers and approximately 5% were in our co-headquarters in San Diego, California and San Antonio, Texas or our Drs. Foster and Smith corporate office in Rhinelander, Wisconsin. We are not party to any collective bargaining agreements, and we believe our labor relations are generally good.

We are involved in the legal proceedings described in Note 15, Contingencies, in our unaudited consolidated financial statements, and we are subject to other claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain, and if decided adversely to us, or if we determine that settlement of particular litigation is appropriate, we may be subject to liability that could have a material adverse effect on our business.

We have co-headquarter facilities, located in San Diego, California and San Antonio, Texas. Our new San Diego, California location was completed in the summer of fiscal 2015 and consists of one owned facility, comprising a total of 257,000 square feet. Our San Antonio location consists of one owned facility, comprising a total of 117,000 square feet, and an adjacent parcel of land, comprised of 20.6 acres. The prior San Diego, California location consists of three owned facilities, which are in the process of being sold. In addition, we own a corporate office and warehouse for Drs. Foster and Smith in Rhinelander, Wisconsin, comprising a total of 245,000 square feet.

We lease all of our distribution center locations and lease nearly all of our store locations. The original lease term for our stores is generally 10 years, with certain store leases being shorter or longer, and many of these leases contain renewal options. Store leases, excluding renewal options, expire at various dates through 2033. Our stores are generally located at sites co-anchored by strong destination stores. Certain leases require payment of property taxes, utilities, common area maintenance and insurance and, if annual sales at certain stores exceed specified amounts, provide for additional rent expense. The following table summarizes our 1,409 stores as of August 1, 2015:

We also lease five main and six regional distribution centers which generally have lease terms from five to fifteen years and contain renewal options. The following table summarizes our current operational distribution center lease information at August 1, 2015:

Below is a list of the names, ages as of the date of this prospectus, positions and a brief account of the business experience of the individuals who serve as our executive officers and directors as of the date of this prospectus.

James Myers joined Petco in 1990. He was elected to the Company’s Board of Directors in 2000 and promoted to Chief Executive Officer in 2004. He has served as Chairman of our Board of Directors since August 2015. Mr. Myers’ first assignment at Petco was Vice President and Controller. He progressed through several leadership roles in finance, and was promoted to Executive Vice President and Chief Financial Officer in 1998. Prior to joining Petco, Mr. Myers held various positions, including Senior Audit Manager, at the accounting firm KPMG from 1980 to 1990. He has served as a director of the Jack in the Box Inc., a publicly traded national restaurant company, since December 2010, and also serves on the Board of Directors of the Retail Industry Leaders Association. Mr. Myers earned a bachelor’s degree in accounting from John Carroll University.

Michael Nuzzo joined Petco as Executive Vice President and Chief Financial Officer in April 2015. Prior to joining Petco, Mr. Nuzzo served as the Executive Vice President and Chief Financial Officer for GNC Holdings, Inc., a multinational health and nutrition retailer, from 2008 to July 2014. From 1999 to September 2008, Mr. Nuzzo served in various senior level finance and retail operations and strategic planning roles with Abercrombie & Fitch, a specialty retailer of casual clothing for men, women and children, including Senior Vice President—Finance from June 2008 to September 2008 and Vice President—Finance from January 2006 to May 2008. Prior to his work in the

retail sector, Mr. Nuzzo was a senior consultant with William M. Mercer and Medimetrix Group. Mr. Nuzzo earned a bachelor’s degree in economics from Kenyon College and earned a master’s degree in business administration in finance and accounting from the University of Chicago.

Brad Weston joined Petco in 2011 as Executive Vice President and Chief Merchandising Officer, and was appointed President in August 2015. Prior to joining Petco, Mr. Weston was Senior Vice President and Chief Merchandising Officer for Dick’s Sporting Goods, a full-line sporting goods retailer, from June 2006 to October 2011. Previously, he was Senior Vice President, General Merchandise Manager for May Merchandising Company in St. Louis and Robinsons-May in Los Angeles. Mr. Weston earned a bachelor’s degree from the University of California, Berkeley.

Thomas Farello is currently Senior Vice President, Operations, having joined Petco in 2006. Mr. Farello serves on the Board of Mascotas y Compañĺa, S.A.P.I de C.V., the entity through which we conduct our joint venture operations in Mexico. Prior to joining Petco, he was Senior Vice President for Retail Operations at Shaw’s Supermarkets/Star Markets, a grocery market chain operating in all six New England states, from 2000 to 2006. Previously, Mr. Farello held several executive positions at various grocery retail subsidiaries of the Fleming Companies, Inc., serving as Chief Executive Officer and President of Rainbow Food Stores from 1996 to 2000 and President of Hyde Park Markets from 1994 to 1996. He was also Chief Operating Officer and Executive Vice President of Retail Operations for Red Food Stores, part of the Ahold USA Group from 1990 to 1994. He previously held various leadership positions at H.E. Butt Grocery Company (HEB) from 1980 to 1990. Mr. Farello earned a bachelor’s degree in business administration from Miami University of Ohio and an MBA from Xavier University.

Charles Piscitello joined Petco in 2007 and serves as Senior Vice President and Chief People Officer. Prior to joining Petco, he was Vice President of Human Resources for Boston Scientific, a global medical device company, from September 2004 to March 2007. Previously, Mr. Piscitello held human resources and operational leadership roles at First Data Corporation, Gateway Inc., Coors Brewing Company and Abbott Laboratories. Mr. Piscitello earned a bachelor’s degree in communications from Marquette University. He serves as Chair of the Board for the Petco Foundation, a nonprofit entity that financially supports thousands of animal-welfare organizations across the United States, is a founding member of the Chief Human Resource Officers Council for the Institute for Corporate Productivity, and serves as member of the Executive Advisory Board for the Center for Peace and Commerce at the University of San Diego.

Razia Richter joined Petco in 1991 and has served as Senior Vice President, Chief Customer Champion since 2012, leading companywide efforts to build customer loyalty and satisfaction with our products and services. Ms. Richter previously served in a variety of leadership roles at Petco from 1991 to 2012, including Vice President of Southwest Store Operations, Vice President of Inventory Management and Analytical Services, Vice President of Business Development, Controller; Senior Vice President of Supply Chain and Senior Vice President of Store Operations Services and Support. Prior to joining Petco, she held various positions at the accounting firm KPMG from 1988 to 1991. Ms. Richter earned a bachelor’s degree in accounting from San Diego State University and a master’s degree in business administration from the University of San Diego.

Michael W. Zuna joined Petco in 2015 as Senior Vice President, Chief Marketing and Digital Officer. Prior to joining Petco, Mr. Zuna held senior marketing leadership positions at AFLAC, Inc., a publically traded insurance company, during the period from 2009 to 2015. From 2005 to 2009, Mr. Zuna was as an Executive Vice President at Saatchi & Saatchi, a global communications and advertising agency. Mr. Zuna served as an officer in the U.S. Navy from 1992 to 1996. He earned a bachelor’s degree in economics from the United States Naval Academy.

Kelly Breitenbecher joined Petco in 2009 and currently serves as Senior Vice President and Chief Information Officer. Ms. Breitenbacher previously served as Petco’s Senior Vice President of Merchandise Operations/OmniChannel from 2012 to 2013. Prior to joining Petco, Ms. Breitenbecher was Senior Vice President of Supply Chain and Merchandise Operations at Circuit City, a national electronics retailer, from 2007 to 2009. She also served in various operations and merchandising functions at Best Buy, Payless Shoe Source and Federated Department Stores/Burdines. Ms. Breitenbecher holds a bachelor’s degree in advertising from Michigan State University.

Mark Hilborn joined Petco in 2007 and serves as Senior Vice President of Supply Chain. Prior to joining Petco in 2007, Mr. Hilborn spent nine years as Vice President of Logistics Operations for Sears, a national retailer, prior to which Mr. Hilborn served for 20 years in the United States Army as an officer responsible for various supply chain operations around the world. Mr. Hilborn earned a bachelor’s degree in business from the University of Alabama and a master’s degree in logistics from the Florida Institute of Technology.

Rebecca Frechette is currently Senior Vice President, Merchandising, having joined Petco in 2015 as Senior Vice President, Private Brand. Prior to joining Petco, Ms. Frechette held various merchandising and business development leadership positions at 7-Eleven, Inc. from 2012 to 2015, The Nielsen Company, Inc. from 2011 to 2012, Target Corporation, Inc. from 2004 to 2011, and Accenture from 1997 to 2004. Ms. Frechette earned a bachelor’s degree in organizational communication from University of Wisconsin—Eau Claire and an MBA from Purdue University.

Steven Lossing is currently Senior Vice President, Operations, having joined Petco in 2012 as Senior Vice President, Merchandising. Prior to joining Petco, Mr. Lossing held various merchandising leadership positions at J.C. Penney Department Store from 2002 to 2012, at Saks Inc. from 2001 to 2002, at Elder-Beerman Department Stores Company from 1999 to 2001, and at May Department Stores from 1988 to 1999. Mr. Lossing earned a bachelor’s degree in marketing from The Pennsylvania State University.

John Carcasi is currently Senior Vice President, Merchandise Planning, Pricing & Inventory Management, having joined Petco in 2013 as Vice President, Merchandise Planning and Inventory Management. Prior to joining Petco, Mr. Carcasi held numerous planning and allocation leadership positions at J.C. Penney Company, Inc. from 2001 to 2013, in operations at Tootsies Clothing Store from 1999 to 2001, in merchandising at The Children’s Collection from 1997 to 1999, and as a buyer at Foleys from 1994 to 1996. Mr. Carcasi earned a bachelor’s degree and MBA from Texas A&M University.

Brian Devine joined Petco in August 1990 and led the Company through a period of growth and expansion as it became a leading national specialty retail chain. He currently serves as Chairman Emeritus of the Board of Directors, having served as Chairman of the Board of Directors from 1994 to 2015, and retired as a Petco employee in 2011. He previously served as Petco’s President and Chief Executive Officer from 1990 until 2004. Prior to joining the Company, Mr. Devine spent 18 years with Toys “R” Us, a children’s toy retailer, where he held various leadership positions, including Senior Vice President; Director of Stores; and Senior Vice President, Growth, Development and Operations. He also was President of Krause’s Sofa Factory, a furniture retailer and manufacturer. Previously, Mr. Devine was Statistical Advisor for Planning for the U.S. Department of Health, Education and Welfare. Mr. Devine earned a bachelor’s degree in economics from Georgetown University. He is a director of the National Retail Federation, Sports First San Diego (formerly San Diego Sports Commission), and San Diego State University Business School. He is formerly a director of Wild Oats Markets, the San Diego Padres professional baseball team, Students in Free Enterprise, the Georgetown University Board of Regents and the Georgetown University College Board of Advisors.

Jonathan Coslet has served as a Petco director since 2006. Mr. Coslet is a Senior Partner of TPG. Mr. Coslet is also a member of the firm’s Investment Committee and Management Committee. Prior to joining TPG in 1993, Mr. Coslet was in the Investment Banking Department of Donaldson, Lufkin & Jenrette, specializing in leveraged acquisitions and high yield finance from 1991 to 1993. Mr. Coslet received his MBA from Harvard Graduate School of Business Administration in 1991, where he was a Baker Scholar and a Loeb Fellow. Mr. Coslet received his B.S.E. in Economics (Finance) from the University of Pennsylvania Wharton School, where he was Valedictorian, summa cum laude, a Gordon Fellow and a Steur Fellow. Mr. Coslet currently serves on the Boards of Directors of Quintiles Transnational, IASIS Healthcare and Lifetime Fitness. He previously served on the Boards of Directors of Biomet, Burger King, J.Crew, Fidelity National Information Services, Endurance Specialty, Oxford Health Plans, Neiman Marcus and several others. Mr. Coslet also serves on the Board of Directors of Stanford Children’s Hospital, the Stanford Medicine Advisory Council, the Stanford Institute for Economic Policy Research Advisory Board and the Hamilton Project Advisory Council. Mr. Coslet is also the founder of Cardinal Education Scholars. He also has previously served on the Harvard Business School Board of Advisors and the Federal Reserve Bank of San Francisco Economic Advisory Council.

Carrie Wheeler has served as a Petco director since 2006. She is a Partner of TPG where she is responsible for the firm’s investments in the retail and consumer sectors. Prior to joining TPG in 1996, she was at Goldman, Sachs & Co., specializing in principal investments. Ms. Wheeler presently serves as a director of J. Crew Group, Inc., Gelson’s, Inc. and Savers, Inc. She was previously a director of Neiman Marcus Group and Denbury Resources. Ms. Wheeler also serves on the board of the UCSF Benioff Children’s Hospitals and is a trustee of the Bay Area Discovery Museum. Ms. Wheeler earned a bachelor’s degree in commerce with honors from Queen’s University.

Gary Kusin has served as a Petco director since 2006. He is a Senior Advisor to TPG. Prior to joining TPG, he was President and Chief Executive Officer of FedEx Kinko’s. Mr. Kusin was responsible for the strategic growth and transformation of Kinko’s and oversaw its ultimate sale to FedEx. Mr. Kusin then assisted FedEx in the transition of Kinko’s into FedEx Kinko’s. Prior to joining Kinko’s in 2001, Mr. Kusin was Chief Executive Officer of HQ Global Workplaces, now a part of Regus. In 1995, Mr. Kusin co-founded Laura Mercier Cosmetics, which he sold to Neiman- Marcus in 1998. Previously, Mr. Kusin was President and Co-Founder of Babbage’s Inc., now GameStop. Earlier in his career, he was Vice President and General Merchandise Manager for the Sanger-Harris division of Federated Department Stores, now operating as Macy’s. Mr. Kusin earned a bachelor’s degree from the University of Texas at Austin and a master’s degree in business administration from the Harvard Business School. He serves on the Board of Directors of Sabre Corporation (NASDAQ: SABR), Savers, Inc. and FleetPride. He has served with St. Mark’s School of Texas Board of Trustees, as Chairman of Dallas Young Presidents’ Organization, on Dallas Citizen’s Council Board of Directors, on the Southwestern Medical School Foundation and as Chairman of the Advisory Council for the University of Texas McComb’s School of Business.

John Baumer has served as a Petco director since 2006. He is a partner at LGP and joined the firm in 1999. Prior to joining LGP, he was a Vice President at Donaldson, Lufkin & Jenrette Securities Corporation in Los Angeles. Previously, Mr. Baumer worked at Fidelity Investments and Arthur Andersen. Mr. Baumer earned a bachelor’s degree in business administration from the University of Notre Dame and a master’s degree in business administration from the Wharton School at the University of Pennsylvania. He presently serves as a director of Aspen Dental Management, Inc., CHG Healthcare Services, Inc., Equinox Fitness, Leslie’s Poolmart, Inc., Prospect Medical Holdings, Inc., The Pure Group, U.S. Renal Care, Inc. He was previously a director of The Brickman Group, Ltd., Communications & Power Industries, Inc., FTD Group, Inc., Phoenix Scientific, Inc., Rite Aid Corporation and VCA Antech, Inc.

John Danhakl has served as a Petco director since 2000. He joined LGP in 1995. Prior to joining LGP, Mr. Danhakl was a Managing Director in the Los Angeles office of Donaldson, Lufkin & Jenrette Securities Corporation in Los Angeles where he worked extensively with LGP as its lead investment banker. Mr. Danhakl was a Vice President in corporate finance at Drexel Burnham Lambert, Inc. from 1985 to 1990. Mr. Danhakl earned a bachelor’s degree from the University of California, Berkeley and a master’s degree in business administration from the Harvard Business School. He is a director of Advantage Sales and Marketing, CCC Information Services, Inc., IMS Health, Inc., J.Crew Group, Inc., Leslie’s Poolmart, Inc., LifeTime Fitness, Mister Car Wash, Packers Sanitation Services, Inc., Savers, Inc. and The Tire Rack, Inc. He has previously served on the Boards of Air Lease Corporation, Arden Group, Inc., Big 5 Sporting Goods Corporation, Rite Aid Corporation and VCA Antech, Inc.

Michael Solomon has served as a Petco director since 2006. He joined LGP in 2000. Prior to joining LGP, he worked in the Financial Sponsors Group of Deutsche Banc Alex Brown in Los Angeles. He is actively involved with LGP’s investment in Jetro Cash & Carry, Inc. and was previously involved with VCA Antech, Inc. Mr. Solomon earned a bachelor’s degree in economics from Pomona College and is a Chartered Financial Analyst. He presently serves as a director of Prospect Medical Holdings, Inc. and has previously served as a director of David’s Bridal, Inc., Dollar Financial Group, Inc. and Phoenix Scientific, Inc.

Fred Simmons has served as a Petco director since 2006. He joined Freeman Spogli & Co. (“FS & Co.”) in 1986 and became a General Partner in 1991. Prior to joining FS & Co., Mr. Simmons spent eight years with Bankers Trust Company. From 1978 to 1982, he served in the Commercial Banking Group in New York City, lending to middle market companies. From 1982 to 1986, he was based in Los Angeles and managed a lending group specializing in structuring and funding leveraged buyouts. Mr. Simmons earned a bachelor’s degree in philosophy, cum laude, from Williams College and a master’s degree in business administration from New York University. He is a director of Smile Brands, Inc.; Boot Barn Holding Co.; totes ISOTONER Corporation; LAMP Community, a Los Angeles-based nonprofit organization that works to lessen homelessness; the Alliance for College Ready Public Schools; and The Sound Body Sound Mind Foundation. Mr. Simmons has also served on the Board of Directors of a number of other public and private companies.

Peter Starrett has served as a Petco director since 2006. He is President of Peter Starrett Associates, a retail advisory firm he founded in August 1998. Since then, he has had an exclusive consulting arrangement with FS & Co. to help oversee their existing portfolio companies and to evaluate new retail investment opportunities. From 1990 to 1998, Mr. Starrett was President and Founder of Warner Bros. Studio Stores, a division of Time Warner. Prior to Warner Bros., he was President and C.E.O. of Plymouth Lamston Stores. Previously, Mr. Starrett was with Federated Department Stores from 1982 to 1988 and served as Chairman and C.E.O. of Children’s Palace, a Federated Division. He began his retail career at May Department Stores in 1975 and rose through the merchandising ranks to Vice President and General Merchandise Manager before joining Federated. Mr. Starrett earned a bachelor’s degree from the University of Denver and a master’s degree in business administration from the Harvard Business School. He is a director of Pacific Sunwear (Chairman of the Board), Boot Barn, Inc. (Chairman of the Board), H.H. Gregg, Inc., Floor & Décor, Inc. and several privately held retailers owned by FS & Co. He is also a director of Goodwill Southern California. Mr. Starrett has previously served on the Boards of a number of publicly held retailers, including: Guitar Center, Advance Auto Parts, The Pantry, Brylane, Galyan’s and AFC Enterprises. He is former director of the National Retail Federation.

Lawrence Hayward has served as a Petco director since 2007. He is Chairman of the Board of Directors and Chief Executive Officer of Leslie’s Poolmart, Inc., the world’s largest retailer of swimming pool supplies. He joined Leslie’s Poolmart in January 2000 as President and Chief Executive Officer and assumed the additional role of Chairman of the Board in September 2000. Prior to joining Leslie’s,

Mr. Hayward served as President of ABCO Desert Markets, a leading food and drug retailer located in Arizona. From 1995 until 1999, he served as President and Chief Executive Officer of Carr Gottstein Foods Co., Alaska’s largest food and drug retailer and wholesale provider. From 1990 to 1995, Mr. Hayward held other senior level positions at Buttrey Food and Drug Company, one of the leading food and drug retailers in the Northwest. From 1981 until 1990 he served in various corporate positions at American Stores Company headquartered in Salt Lake City, Utah. He serves on the Advisory Board of Directors for the Paradigm Project and on the Board of Directors for the Boys & Girls Clubs of Metropolitan Phoenix.

Colm Lanigan has served as a Petco director since 2012. Since June 2012, Mr. Lanigan has been a senior investment professional at the Abu Dhabi Investment Authority, a public institution established by the Government of the Emirate of Abu Dhabi. Mr. Lanigan also serves on the Board of Directors of JRD Unico, Inc., a food wholesaler, and ConforMIS, Inc., a manufacturer of personalized orthopedic joints. From February 2006 to July 2011, Mr. Lanigan served as the chief executive officer at Tara Technologies Corporation, a manufacturer of precision components for high-tech industries. His prior experience includes service as Managing Director at Caxton-Iseman Capital, a private equity fund, and as a managing partner at Tara Capital Management. Mr. Lanigan has a B.Sc. from the University of Toronto and a J.D./L.L.B. from the University of Toronto Law School.

The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board of Directors to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board of Directors, the Board of Directors considers (1) minimum individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of Directors and (2) all other factors it considers appropriate, including alignment with our stockholders, especially investment funds affiliated with the Sponsors and certain other significant stockholders. While we have no specific diversity policies for considering Board of Directors candidates, we believe each director contributes to the Board of Directors’ overall diversity—which is broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focused primarily on the information discussed in each of the directors’ biographical information above.

Each of the directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing their skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board of Directors.

As a group, the non-management directors possess experience in owning and managing enterprises like us and are familiar with corporate finance, strategic business planning activities and issues involving stakeholders.

Our Chief Executive Officer brings leadership, extensive business, operating, financial, legal and policy experience, and knowledge of our Company and the Company’s industry, to the Board of Directors. In addition, our Chief Executive Officer brings the broad strategic vision for our Company to the Board of Directors.

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is composed of 12 directors: Messrs. Coslet and Kusin and Ms. Wheeler, who were designated for nomination as directors by TPG; Messrs. Baumer, Danhakl and Solomon, who were designated for nomination as directors by LGP; Messrs. Simmons and Starrett, who were designated for nomination as directors by FS Partners V, L.P., an affiliate of FS & Co.; Mr. Laningan, who was designated for nomination by the Abu Dhabi Investment Authority; Messrs. Devine and Hayward, who were designated for nomination as directors jointly by our Sponsors; and Mr. Myers, our Chief Executive Officer. Currently, each director is elected for a one-year term.

Our Board of Directors has determined that all of our directors, other than , are independent directors under the rules of . In making this determination, the Board of Directors considered the relationships that each such director has with our Company and all other facts and circumstances that the Board of Directors deemed relevant in determining such director’s independence, including beneficial ownership of our common stock.

Upon the completion of this offering, our Board of Directors will have three standing committees: the audit committee; the compensation committee; and the nominating and governance committee. Each of the committees operates under its own written charter adopted by the Board of Directors, each of which will be available on our website upon closing of this offering.

Following this offering, our audit committee will be composed of , with serving as chairperson of the committee. We anticipate that, prior to the completion of this offering, our audit committee will determine that meets the definition of “independent director” under the rules of and under Rule 10A-3 under the Exchange Act. Within 90 days following the effective date of the registration statement of which this prospectus forms a part, we anticipate that the audit committee will consist of a majority of independent directors, and within one year following the effective date of the registration statement of which this prospectus forms a part, the audit committee will consist exclusively of independent directors. None of our audit committee members simultaneously serves on the audit committees of more than three public companies, including ours. Our Board of Directors has determined that is an “audit committee financial expert” within the meaning of the SEC’s regulations and applicable listing standards of . The audit committee’s responsibilities upon completion of this offering will include:

Following this offering, our compensation committee will be composed of , with serving as chairperson of the committee. The compensation committee’s responsibilities upon completion of this offering will include:

Following this offering, our nominating and governance committee will be composed of , with serving as chairperson of the committee. The nominating and governance committee’s responsibilities upon completion of this offering will include:

During the fiscal year ended January 31, 2015, our compensation committee was comprised of Messrs. Coslet, Danhakl and Starrett. None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee. For a description of transactions between us and members of our compensation committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions.”

While the full Board of Directors has the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our audit committee oversees management of enterprise risks as well as financial risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our nominating and governance committee oversees risks associated with corporate governance, business conduct and ethics, and is responsible for overseeing the review and approval of related party transactions. Pursuant to the Board of Directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full Board of Directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board of Directors and its committees.

We have adopted a code of ethics that applies to all of our employees, officers and directors. We have also adopted an additional code of ethics applicable to those officers responsible for financial reporting. Upon the closing of this offering, our codes of ethics will be available on our website. We intend to disclose any amendments to our codes, or any waivers of their requirements, on our website.

Compensation of our named executive officers is determined under our compensation program for senior executives. This program is overseen by the compensation committee of the Board of Directors (referred to herein as the “Committee”). The Committee determines the compensation of all our executive officers. This compensation discussion and analysis focuses on our executive officers listed in the Summary Compensation Table and the other compensation tables below (referred to herein as our “named executive officers”). Our named executive officers for fiscal 2014 were:

Mr. Rutkowski served as our Executive Vice President and Chief Financial Officer from April 28, 2014 until his termination of employment on December 1, 2014. For the beginning of our 2014 fiscal year through April 27, 2014, and from December 2, 2014 through April 12, 2015, Mr. Myers, our Chief Executive Officer, informally served as our interim Chief Financial Officer. On April 13, 2015, Michael Nuzzo commenced employment with us as our Executive Vice President and Chief Financial Officer. Ms. Charles served as our Senior Vice President, Chief Marketing Officer until her termination of employment on August 22, 2014. Although Mr. Rutkowski and Ms. Charles are former employees, they are included as named executive officers in this discussion and the accompanying tables pursuant to SEC rules. Mr. Weston was appointed President in August 2015.

Principal Objectives of Our Compensation Program for Named Executive Officers

Our executive team is critical to our success and to building value for our stockholders. The principal objectives of our executive compensation program are to:

We have designed our executive compensation program with specific features to help achieve these goals and to promote related objectives that are important to our long-term success.

Our executive compensation program is also designed to tie each named executive officer’s compensation to the achievement of performance objectives. The principal measures of our business performance, as they relate to our executive compensation program for the 2014 fiscal year, were as follows:

EBITDA and return on capital employed are non-GAAP financial measures. EBITDA is defined as net income or loss from our consolidated statements of comprehensive income before interest income and expense, income taxes, depreciation and amortization. For purposes of our executive compensation program, EBITDA is defined differently than how it is defined in the sections entitled “Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” and excludes stock-based compensation, management fees and income (loss) from equity method investees and may exclude certain non-recurring items as determined by the Committee. Return on capital employed is defined as EBITDA (as defined under our executive compensation program) divided by average capital employed. Average capital employed is defined as up to the thirteen-month average of total assets, less cash and current liabilities, excluding the current portion of long-term debt as defined in our consolidated balance sheet. Net sales has the definition set forth in our consolidated statements of income and comprehensive income.

EBITDA was selected as a performance metric because we believe it is an important measure of our financial performance and our ability to service our debt and reflects our near- and longer-term goal of increasing profitability. Return on capital employed was selected as a performance metric because it effectively demonstrates how we are able to utilize available capital to generate and maximize profits. Net sales was selected as a performance metric because it is indicative of our financial performance and the effectiveness of our geographic and customer retention and acquisition strategies.

As described below, the primary elements of our executive compensation program are annual base salary, annual short-term cash incentives, long-term equity incentives, and retirement and termination benefits. Together, these items are intended to be complementary and serve the goals described above. The Committee, however, does not have any formal policies or guidelines for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash compensation.

Our executive compensation program is developed and overseen by the Committee, which is currently comprised of three directors affiliated with our Sponsors. The Committee is responsible for approving, and making all decisions regarding, the compensation of our named executive officers. In making these decisions, the Committee takes into account the views and recommendations of management, in particular our Chief Executive Officer and our Senior Vice President, Chief People Officer. Our Chief Executive Officer and Senior Vice President, Chief People Officer make recommendations about annual base salary increases, annual short-term incentive targets and long-term equity grants for our named executive officers (other than for themselves) within the context, and working within the parameters, of the Company’s annual budget for base salary increases and the size of the equity pool, in each case, available to all employees generally for the relevant fiscal year, as further described below.

In late 2013 and early 2014, the Company engaged Mercer Consulting, Inc. (“Mercer”), a nationally known compensation consulting firm, on a limited basis to provide market data, including market surveys and limited peer group data, relating to the total base compensation opportunities of

our named executive officers, and to review the cash and equity-based compensation of our Chief Executive Officer, Chief Financial Officer, and Chief Merchandising Officer against market data prior to their annual performance reviews. See “Compensation setting process—Role of market data” below.

As part of our preparation to become a public company, the Committee plans to engage an independent consultant to provide a broader range of compensation consulting services going forward. These services are expected to include a review and analysis of our executive compensation levels and practices, board remuneration, executive officer and non-employee director ownership guidelines, peer group composition and long-term incentive plan design and grant practices.

For each named executive officer, the Committee has generally used survey market data and, for certain of our named executive officers, peer group data, as one factor to assist it in setting annual base salary, the target level of annual short-term cash incentives and, on a more limited basis, long-term incentive awards. Our Chief Executive Officer and Senior Vice President, Chief People Officer also review this data when making their compensation recommendations to the Committee, within the parameters described above.

Market surveys. The Committee reviews annually the total cash compensation opportunities of our named executive officers in light of available market data from surveys. As part of this review, the Committee is presented with information from surveys of executive compensation data from public and private companies within the retail sector with similar revenue and scope of operations.

The Committee generally sets base salary and target annual short-term cash incentive amounts that will result in total cash compensation opportunities of our named executive officers between approximately the 50^th and 75^th percentiles of the market survey group, after taking into account the other factors described below.

We have also used survey data of this type on a limited basis when determining the size of equity award grants and have used this survey data to develop general, non-binding Company guidelines against which equity awards have been evaluated. These guidelines cover employees at each of our senior executive levels, including our named executive officers, and set forth proposed long-term target award values for each job level, based on market survey data reflecting target award values for employees with similar salaries. These guidelines serve as a market check and are only one factor considered by the Committee when determining the size of equity awards.

Limited review of peer companies in 2014. As noted above, we engaged Mercer in late 2013 and early 2014 to provide an additional source of market data on the total compensation of chief executive officers, chief financial officers, and chief merchandising officers at our peer companies. We selected the following peer group companies through discussions with, and recommendations from, Mercer: Advance Auto Parts, American Eagle Outfitters, Big Lots, Cabelas, Dick’s Sporting Goods, Dollar Tree, Foot Locker, O’Reilly Automotive, OfficeMax, PetSmart, RadioShack, Sally Beauty Holdings, Inc., Tractor Supply, and Williams Sonoma.

The peer companies selected for this purpose are companies with which we compete for executive talent, and whose revenues range between 50% and 200% of our revenue. Peer companies were not pre-screened for their compensation levels or practices. For future years, the Committee, working with an independent consultant and management, intends to re-evaluate, and may make changes to, this list of peer companies.

Other than the use of market survey and peer group data, we have not regularly engaged in formal peer group benchmarking with respect to our named executive officers. As we transition to a publicly traded company, the Committee may rely more heavily on market data and benchmarking of peer company compensation, which could result in changes in the level, timing and elements of compensation that we may use in the future for our named executive officers.

We take into account factors other than market and peer group data in setting base salary, annual short-term cash incentives and long-term equity incentives, which are the elements of total direct compensation. Such factors include internal pay equity, the experience and length of service of the executive, relative responsibilities among members of our executive team, contributions by the executive and business conditions. In addition, the Committee has also relied on the experience of the Sponsor-affiliated members of the Committee who consider the compensation of our executive team in light of the compensation structure of other portfolio companies or private equity-backed companies in general.

For elements of compensation other than total direct compensation, such as severance and change in control benefits, the Committee relies on its own business experience and familiarity with market conditions in determining the appropriate level of benefits for our named executive officers.

The following is a discussion of the primary elements of the compensation for each of our named executive officers.

We pay our named executive officers a base salary to provide them with a fixed, base level of compensation commensurate with the executive’s skill, competencies, experience and performance.

Base salaries are reviewed annually in March of each year, and the Committee makes adjustments to reflect individual and Company performance as well as survey and peer group data, as applicable. Our Chief Executive Officer and our Senior Vice President, Chief People Officer make recommendations to the Committee regarding base salary adjustments for our named executive officers (except with respect to their own salaries). These recommendations are generally based upon the executive’s individual contributions to the Company for the prior fiscal year, leadership and contribution to Company performance, internal pay considerations, as well as market conditions and survey data and the Company’s overall budget for base salary increases for Company employees generally. The Committee takes all of these factors into account when making its decisions on base salaries, but does not assign any specific weight to any one factor. In addition to the annual base salary review, the Committee may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities or to maintain competitiveness in the market.

The chart below provides the base salary for each of our named executive officers for fiscal 2014, and a comparison against their base salaries for fiscal 2013.

On April 13, 2015, Mr. Nuzzo became our Executive Vice President and Chief Financial Officer. Pursuant to the terms of his employment agreement, Mr. Nuzzo receives a base salary of $575,000.

We believe that the opportunity to earn an annual cash incentive should be based upon actual performance measured against specified key business and financial metrics.

Each of our named executive officers participates in our Corporate Incentive Bonus Plan (the “Incentive Plan”) and is eligible for a target annual bonus that is equal to a percentage of his or her annual base salary. For fiscal 2014, the target annual bonus for each of our named executive officers was as follows:

These target bonus percentages were not changed from fiscal 2013 to fiscal 2014.

At the beginning of each fiscal year, the Committee establishes each named executive officer’s target bonus amount as well as the performance metrics under the Incentive Plan. Annual bonuses for our named executive officers are based entirely on the achievement of Company performance goals. For fiscal 2014, the Committee chose EBITDA, net sales and return on capital employed (each as defined and described above) as the performance metrics under the Incentive Plan, with EBITDA weighted at 80%, net sales at 10% and return on capital employed at 10%. For each performance metric, the Committee sets threshold, target and maximum goals that it believed to be reasonable, and

that reflected current business conditions and our business plan and budget for the fiscal year, and reserves the right to make adjustments to such goals based on non-recurring events during the fiscal year that were not otherwise in the purview of the Committee when setting such goals. It is the Committee’s view that threshold levels of performance should have a higher probability of achievement and maximum levels should have lower probability of achievement, and that payouts associated with each should serve as significant incentive to participants. Achievement of a particular performance metric at the threshold level of performance results in 25% of the portion of the bonus associated with such metric being earned, achievement at target results in 100% of the portion of the bonus associated with such metric being earned and achievement at maximum results in 200% of that portion of the bonus being earned. If actual performance is greater than the target performance goal but is less than the maximum performance goal, or if actual performance is greater than the threshold performance goal but is less than the target performance goal, the amount that is earned is interpolated between the two applicable points on a straight-line basis.

For fiscal 2014, the Committee established a target EBITDA level, net sales level and return on capital employed percentage equal to $455.2 million, $4.117 billion and 22.20%, respectively.

Following the end of fiscal 2014, the Committee reviewed and determined the level of achievement for each performance metric. After reviewing the level of EBITDA achieved for fiscal 2014 and the recommendation by management that certain non-occurring items should be excluded from the calculation of EBITDA, the Committee determined that it was appropriate to exclude from the calculation of EBITDA costs associated with certain restructurings and legal and consulting fees. After adjusting EBITDA for these costs, EBITDA was determined to be $441.7 million, which, when taken together with the level of net sales and return on capital employed achieved for fiscal 2014 ($3.995 billion and 21.42%, respectively), resulted in achievement of 55.1% of the corporate performance goals. As a result, each named executive officer who was employed at the end of fiscal 2014 earned an annual cash incentive equal to his target annual bonus multiplied by 55.1%.

The actual amount earned by each of our named executive officers as a percentage of his target annual bonus in respect of fiscal 2014 is set forth in the table below.

We use long-term equity incentive awards both to align the interests of our named executive officers with those of our stockholders and to encourage retention through the use of service-based vesting requirements. We believe that strong returns for our stockholders are achieved through a culture that focuses on long-term performance by our named executive officers.

We maintain two equity compensation plans—the 2006 Key Management Incentive Award Plan (the “2006 Management Incentive Plan”) and the 2006 Senior Executive Incentive Award Plan (the “2006 Executive Incentive Plan,” and together, the “2006 Equity Plans”). The 2006 Equity Plans are identical in all material respects, except that the 2006 Executive Incentive Plan provides for grants only to certain eligible individuals who qualify as accredited investors under applicable securities laws. Our named executive officers receive grants of equity awards under our 2006 Executive Incentive Plan. Other than grants of RSUs to certain newly hired executives, the only equity awards we have granted to our named executive officers have been in the form of stock options.

In fiscal 2013, we implemented a practice of making annual grants to our executives and employees in order to be more in line with companies that we compete with for executive talent. Prior to this time, we had granted stock options to our executive officers in connection with our acquisition by the Sponsors in 2006 (with respect to those executives who employed at the time of, or shortly following, such acquisition) and stock options, and in certain cases, RSUs, in connection with new hires.

Stock options granted to our named executive officers generally are subject to time-based vesting over a five-year period. A portion of the options that are subject to time-based vesting conditions also have an annual accreting exercise price (that is, an exercise price that increases by a pre-determined amount each year). The Committee believes that time-vesting options reinforce our goals of retaining key executives and creating value for our stockholders. As discussed below under “Potential Payments Upon Termination or Change of Control,” stock options are subject to accelerated vesting in limited circumstances relating to change in certain control events.

Each year the Committee establishes an aggregate pool size for stock option grants for all eligible Company employees, which is then allocated among our named executive officers and other key employees. For fiscal 2014, each of our named executive officers received a stock option grant, the size of which was determined by the Committee based on recommendations of our Chief Executive Officer and Senior Vice President, Chief People Officer, which took into account the executive’s performance, the executive’s then-held long-term incentives, and a review of market survey and peer group data, as applicable. Mr. Rutkowski received a grant of stock options in connection with his commencement of employment on April 28, 2014, the amount of which was based on the Committee’s review of competitive market data and Mr. Rutkowski’s compensation with his former employer. For additional information regarding equity grants to our named executive officers for fiscal 2014, see “Grants of Plan Based Awards” below.

The completion of this offering will not result in any acceleration of vesting of outstanding stock options or other equity awards held by our named executive officers.

All of our named executive officers (other than Mr. Rutkowski and Ms. Charles) participate in our 401(k) plan (a tax-qualified defined contribution plan), which is a broad-based retirement plan in which generally all of our employees can participate. Under the 401(k) plan, we make discretionary matching contributions which, for our named executive officers, is 50% of an employee’s contributions on the first 3% of base salary deferred, subject to certain limits under the Internal Revenue Code of 1986, as amended (the “Code”), and employees vest ratably in Company matching contributions over a period of five years of service.

All of our named executive officers (other than Mr. Rutkowski and Ms. Charles) also participate in our nonqualified deferred compensation plan (a non-tax-qualified retirement plan), which provides eligible employees with an opportunity to defer a portion of their annual base salary and bonus. Under the nonqualified deferred compensation plan, we make a matching contribution of 50% of an eligible

employee’s contributions on the first 3% of base salary deferred (or 6% if the eligible employee is not eligible to participate in our 401(k) plan), and a matching contribution of 50% of an eligible employee’s contributions on the first 6% of annual bonus deferred. The nonqualified deferred compensation plan is described further in the “Nonqualified Deferred Compensation” section below.

We believe that our retirement programs serve as an important tool to attract and retain our named executive officers and other key employees. We also believe that offering the ability to create stable retirement benefits encourages our named executive officers and other key employees to make a long-term commitment to us.

We provide severance protection to Messrs. Myers, Weston and Piscitello in their employment agreements, and to Mr. Farello in his retention agreement. Mr. Rutkowski and Ms. Charles received severance in connection with the terminations of their respective employment, as further described below. Our severance and change in control protections are designed to be fair and competitive in order to aid in attracting and retaining experienced executives, including our named executive officers. Certain limited change in control-related protections for our named executive officers apply to their stock options and Mr. Myers is entitled to a tax gross-up payment in connection with certain change in control payments, as described below under “Potential payments upon termination or change in control.”

As described above, we entered into an employment agreement with Mr. Nuzzo on April 8, 2015, under which Mr. Nuzzo became our Executive Vice President and Chief Financial Officer, effective April 13, 2015. Under his employment agreement, Mr. Nuzzo is entitled to an annual base salary of $575,000, and an annual cash bonus for each fiscal year based on pre-established Company performance goals, with a target annual cash bonus for our 2015 fiscal year equal to 80% of his annual base salary. In connection with his commencement of employment, Mr. Nuzzo was also granted an option to purchase 4,000,000 shares of our common stock under our 2006 Executive Incentive Plan. In addition, Mr. Nuzzo’s employment agreement provides severance protection in connection with certain terminations of employment, provided he timely executes (without revoking) a release of claims in favor of us, and further requires that Mr. Nuzzo comply with certain restrictive covenants.

Perquisites are provided to help us attract and retain top performing employees for key positions as well as for the reasons described below. All of our executives are offered financial, investment, estate and tax planning services in order to allow them to devote more time and resources to the Company. We also offer our executives the opportunity to have a Company-paid annual physical examination as a means of maintaining the health and well-being of our executives. In addition, we have provided our named executive officers with relocation benefits to facilitate their relocation in connection with their commencement of employment with us. In order to encourage team building within our organization, we have also paid for members of our senior management, including Messrs. Myers and Farello, to attend the Company’s annual Champions Circle Trip, which is a recognition award provided to certain high performing store managers, and we have provided all attendees with a gross-up on the taxes associated with such benefit. Lastly, our full-time employees, including our named executive officers, are provided with certain benefits, such as a discount on Company products and pet services.

The costs associated with these perquisites (other than the benefits offered to all of our full-time employees) are included in the Summary Compensation Table.

The Committee has reviewed our compensation programs and has concluded that the risks arising from our compensation practices are not reasonably likely to have a material adverse effect on us.

Because our common stock is not currently publicly traded, executive compensation paid in fiscal 2014 was not subject to Section 162(m) of the Code, which limits the deductibility of compensation paid to certain individuals to $1 million, excluding qualifying performance-based compensation and certain other compensation. Following this offering, at such time as we are subject to the deduction limitations under Section 162(m) of the Code, we expect that the Committee will consider the impact of Section 162(m) of the Code when structuring our executive compensation arrangements with our named executive officers. However, the Committee will retain flexibility to approve compensation arrangements that promote the objectives of the compensation program but that may not qualify for full or partial tax deductibility.

The following table sets forth information regarding the compensation awarded to, earned by or paid to each of our named executive officers during fiscal 2014.

The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal 2014.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

We are party to an employment agreement with Mr. Myers, dated October 26, 2006, which was amended on December 31, 2008 and December 26, 2012. The agreement had an initial five-year term and the term now automatically renews on each October 26, unless either party gives a notice of non-renewal at least 90 days in advance. Mr. Myers’ employment agreement provides for an initial base salary, subject to upward adjustment by the Committee, which was $1,000,000 for fiscal 2014. Mr. Myers is also eligible to earn an annual cash bonus for each fiscal year based on pre-established Company performance goals and his target annual bonus was 120% of his annual base salary for fiscal 2014. Mr. Myers is also entitled to participate in our retirement and welfare benefit plans and to receive an annual executive physical and financial planning and tax services.

We are also party to an employment agreement with Mr. Weston, dated October 17, 2011. Mr. Weston’s employment agreement provides for an initial base salary, subject to adjustment by the

Committee, which was $650,000 for fiscal 2014. Mr. Weston is also entitled to earn an annual cash bonus for each fiscal year based on pre-established Company performance goals and his target annual bonus was 80% of his annual base salary for fiscal 2014. Mr. Weston is also entitled to participate in our retirement and welfare benefit plans and to receive an annual executive physical and financial planning and tax services.

We are also party to an employment agreement with Mr. Piscitello, dated September 7, 2010. Mr. Piscitello’s employment agreement provides for an initial base salary, subject to adjustment by the Committee, which was $465,000 for fiscal 2014. Mr. Piscitello is also eligible to earn an annual cash bonus for each fiscal year based on pre-established Company performance goals and his target annual bonus was 50% of his annual base salary for fiscal 2014. Mr. Piscitello is also entitled to participate in our retirement and welfare benefit plans and to receive an annual executive physical and financial planning and tax services.

We are also party to an offer letter with Mr. Farello, dated July 28, 2006. Mr. Farello’s offer letter provides for an initial base salary, which was $546,000 for fiscal 2014. Mr. Farello is also entitled to earn an annual cash bonus for each fiscal year based on pre-established Company performance goals and his target annual bonus was 60% of his annual base salary for fiscal 2014. Mr. Farello is also entitled to participate in our retirement and welfare benefit plans and to receive an annual executive physical and financial planning and tax services.

In connection with his termination of employment, Mr. Rutkowski entered into a separation agreement with the Company, effective December 1, 2014. In addition, Ms. Charles entered into a separation agreement with the Company in connection with her termination of employment, effective August 22, 2014. Payments made to Mr. Rutkowski and Ms. Charles pursuant to their respective separation agreements are included in the “All other compensation” column of the Summary Compensation Table and further described in the footnotes thereto.

For a description of the payments and benefits our named executive officers may be (or were, in the case of Mr. Rutkowski and Ms. Charles) entitled to in connection with a termination of employment, see “—Potential payments upon termination or change in control.”

The following table sets forth information regarding equity awards held by our named executive officers as of January 31, 2015, the last day of our 2014 fiscal year.


	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to selling stockholders before expenses	$	$



Credit Suisse	Deutsche Bank Securities	Morgan Stanley	Wells Fargo Securities	Jefferies



TPG Capital BD, LLC	Piper Jaffray	Stifel	Cantor Fitzgerald & Co.	Guggenheim Securities	Nomura


(dollars in millions)	As of August 1, 2015
Cash and cash equivalents	$	58

Long-term debt, including current portions:
Senior secured credit facilities:
Term loan facility		1,170
Revolving credit facility(1)		71
Senior notes		500
PIK toggle notes		550
Capital lease obligations		15
Construction loan		20

Total debt(2)		2,326

Stockholders’ deficit:
Common stock, par value $0.001 per share; 895,000 shares authorized and 806,978 shares issued and outstanding		1
Returned capital and dividends in excess of earnings		(450	)
Retained earnings		162
Accumulated other comprehensive income		1

Total stockholders’ deficit		(286	)

Total capitalization	$	2,040


	Shares purchased				Total consideration				Average price per share
	Number	Percent			Amount	Percent			Average price per share
Existing stockholders(1)				%	$			%	$
New investors(2)									$

Total			100	%	$		100	%	$


Goldman, Sachs & Co.		BofA Merrill Lynch				J.P. Morgan


	Page
Prospectus Summary		1
Risk Factors		20
Cautionary Note Regarding Forward-Looking Statements		40
Use of Proceeds		42
Dividend Policy		43
Capitalization		44
Dilution		45
Selected Historical Consolidated Financial Data		47
Management’s Discussion and Analysis of Financial Condition and Results of Operations		51
Business		72
Management		89
Executive Compensation		99
Certain Relationships and Related Party Transactions		128
Principal and Selling Stockholders		130
Description of Indebtedness		134
Description of Capital Stock		138
Shares Eligible for Future Sale		140
Certain Material United States Federal Income Tax Considerations for Non-U.S. Holders		142
Underwriting		147
Conflicts of Interest		150
Legal Matters		155
Experts		155
Where You Can Find More Information		155
Index to Consolidated Financial Statements		F-1


Assumed initial public offering price per share		$
Net tangible book deficit per share as of August 1, 2015	$

Dilution per share to investors in this offering		$


	Fiscal Year Ended															26 Weeks Ended
(Dollars in thousands, except per square foot)	January 31, 2015 (Fiscal 2014)			February 1, 2014 (Fiscal 2013)			February 2, 2013 (Fiscal 2012)			January 28, 2012 (Fiscal 2011)			January 29, 2011 (Fiscal 2010)			August 1, 2015			August 2, 2014
							(53 weeks)									(unaudited)			(unaudited)
Store data:
Number of stores at period end		1,383			1,314			1,230			1,145			1,064			1,409			1,364
Comparable sales growth(1)		1.8	%		4.9	%		7.6	%		5.2	%		1.8	%		2.9	%		0.8	%
Rent expense(2)	$	354,311		$	334,964		$	322,168		$	298,221		$	287,269		$	183,206		$	173,945
Net sales per square foot(3)	$	217.0		$	213.4		$	208.6		$	192.2		$	186.3		$	115.4		$	106.8


	Thirteen weeks ended						Twenty-six weeks ended
	August 1, 2015			August 2, 2014			August 1, 2015			August 2, 2014
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales and occupancy costs		69.9			70.0			69.8			69.6

Gross profit		30.1			30.0			30.2			30.4
Selling, general and administrative expenses		22.9			23.5			23.0			23.5

Operating income		7.2			6.5			7.2			6.9
Interest expense, net		3.6			4.1			3.6			4.1

Income before income taxes and (income) loss from equity method investees		3.6			2.4			3.6			2.8
Income tax expense		1.4			0.9			1.4			1.1
(Income) loss from equity method investees		(0.0	)		(0.0	)		(0.0	)		0.0

Net income		2.2	%		1.5	%		2.2	%		1.7	%


	Fiscal year
	2014 (52 weeks)			2013 (52 weeks)			2012 (53 weeks)
Net sales		100.0	%		100.0	%		100.0	%
Cost of sales and occupancy costs		69.5			68.7			68.1

Gross profit		30.5			31.3			31.9
Selling, general and administrative expenses		23.3			23.4			23.8
Goodwill impairment charges		0.2			—			—

Operating income		7.0			7.9			8.1
Interest expense, net		4.0			4.2			3.6
Loss on extinguishment of debt		—			0.1			—
Other expenses		—			0.0			0.0

Income before income taxes and (income) loss from equity method investees		3.0			3.6			4.5
Income tax expense		1.1			1.4			1.7
(Income) loss from equity method investees		(0.0	)		0.0			—

Net income		1.9	%		2.2	%		2.8	%


	Thirteen weeks ended
	Net sales mix summary
	August 1, 2015			August 2, 2014
Supplies and companion animals		55.6	%		54.1	%
Dog and cat food		36.2			37.7
Services and other		8.2			8.2

Net sales		100.0	%		100.0	%


	Twenty-six weeks ended
	Net sales mix summary
	August 1, 2015			August 2, 2014
Supplies and companion animals		55.6	%		54.0	%
Dog and cat food		36.2			38.0
Services and other		8.2			8.0

Net sales		100.0	%		100.0	%


	FILO Loans						Tranche A Loans
Average Historical Excess Availability	LIBOR Spread			Alternate Bank Rate Spread (typically prime rate)			LIBOR Spread			Alternate Bank Rate Spread (typically prime rate)
Less than $120.0 million		3.00	%		2.00	%		1.75	%		0.75	%
From $120.0 million to $240.0 million		2.75	%		1.75	%		1.50	%		0.50	%
In excess of $240.0 million		2.50	%		1.50	%		1.25	%		0.25	%


Year	Percentage
2014		104.625	%
2015		102.313	%
2016 and thereafter		100.000	%


Trade date	Notional amount		Strike rate			Effective date		Expiration date
August 16, 2011	$	100,000		2.06	%		September 28, 2012		September 30, 2016
August 16, 2011	$	100,000		2.07	%		September 28, 2012		September 30, 2016
August 12, 2011	$	100,000		2.15	%		September 28, 2012		September 30, 2016
August 16, 2011	$	100,000		2.31	%		September 30, 2013		September 30, 2016
August 16, 2011	$	100,000		2.31	%		September 30, 2013		September 30, 2016
August 12, 2011	$	100,000		2.40	%		September 30, 2013		September 30, 2016


	Fiscal year						Twenty-six weeks ended
(in thousands)	2014 (52 weeks)		2013 (52 weeks)		2012 (53 weeks)		August 1, 2015		August 2, 2014
New and acquired locations	$	62,407	$	57,912	$	63,760	$	25,945	$	30,151
Investments in existing locations		37,498		28,399		29,710		15,776		17,239
Information technology		29,652		32,589		41,882		19,667		16,385
New San Diego, California co-headquarters purchase and build out		45,328		—		—		30,850		33,750
Supply chain and other		16,742		17,108		24,808		14,540		4,285

Total capital expenditures	$	191,627	$	136,008	$	160,160	$	106,778	$	101,810


	Fiscal year						Twenty-six weeks ended
	2014		2013		2012		August 1, 2015		August 2, 2014
New locations, gross (other than acquired locations)		93		90		87		44		57
Acquired locations		—		—		11		—		—
Full and limited remodels		48		116		156		10		29


	Fiscal year
	2015		2016 & 2017		2018 & 2019		2020 & beyond		Other		Total
Operating leases	$	374,615	$	671,050	$	502,900	$	697,639	$	—	$	2,246,204
Estimated interest and fees on debt obligations(1)		143,182		276,360		47,105		—		—		466,647
Purchase obligations(2)		168,109		30,465		18,212		21,093		—		237,879

Total commitments		685,906		977,875		568,217		718,732		—		2,950,730
Debt, short and long-term(3)		22,250		1,723,750		520,000		—		—		2,266,000
Capital leases(4)		2,176		3,305		3,175		9,434		—		18,090
Other long-term liabilities(5)		—		5,127		851		3,895		72,354		82,227

Total recorded liabilities		24,426		1,732,182		524,026		13,329		72,354		2,366,317

Total commitments and recorded liabilities	$	710,332	$	2,710,057	$	1,092,243	$	732,061	$	72,354	$	5,317,047


State	Number of stores
Alabama		10
Alaska		6
Arizona		31
Arkansas		9
California		233
Colorado		34
Connecticut		27


State	Number of stores
Delaware		4
District of Columbia		6
Florida		72
Georgia		30
Hawaii		10
Idaho		10
Illinois		63
Indiana		14
Iowa		12
Kansas		12
Kentucky		5
Louisiana		17
Maine		5
Maryland		36
Massachusetts		49
Michigan		21
Minnesota		20
Mississippi		6
Missouri		25
Montana		6
Nebraska		7
Nevada		13
New Hampshire		11
New Jersey		32
New Mexico		7
New York		77
North Carolina		24
North Dakota		4
Ohio		40
Oklahoma		11
Oregon		33
Pennsylvania		58
Puerto Rico		5
Rhode Island		4
South Carolina		14
South Dakota		2
Tennessee		22
Texas		122
Utah		16
Vermont		4
Virginia		49
Washington		49
West Virginia		5
Wisconsin		23
Wyoming		4
Total		1,409


Location	Distribution center type	Date opened	Lease expiration	Square footage
Braselton, GA	Main	March 2008	May 2025		506,200
Mira Loma, CA	Main	August 1998	September 2020		530,831
Joliet, IL	Main	August 1998	December 2017		466,166
Cranbury, NJ	Main	December 2012	October 2022		1,000,000
Reno, NV	Main	September 2015	July 2030		770,650
Taunton, MA	Regional	March 2008	April 2023		92,093
Garland, TX	Regional	October 1999	June 2016		94,000
Portland, OR	Regional	December 2007	March 2021		62,299
Stockton, CA	Regional	April 1996	November 2015		55,200
Orlando, FL	Regional	December 2005	February 2016		52,800
Aurora, CO	Regional	June 2005	July 2020		40,513
Total					3,670,752


Name	Age		Title
James Myers		57	Chief Executive Officer and Chairman of the Board of Directors
Michael Nuzzo		45	Executive Vice President and Chief Financial Officer
Bradley Weston		50	President and Chief Merchandising Officer
Tom Farello		63	Senior Vice President, Operations
Charles Piscitello		52	Senior Vice President, Chief People Officer
Razia Richter		51	Senior Vice President, Chief Customer Champion
Michael Zuna		46	Senior Vice President, Chief Digital Officer
Kelly Breitenbecher		51	Senior Vice President and Chief Information Officer
Mark Hilborn		60	Senior Vice President, Supply Chain
Rebecca Frechette		41	Senior Vice President, Merchandising
Steven Lossing		49	Senior Vice President, Operations
John Carcasi		45	Senior Vice President, Merchandise Planning, Pricing and Inventory Management
Brian Devine		73	Chairman Emeritus of the Board of Directors
Jonathan Coslet		50	Director
Carrie Wheeler		43	Director
Gary Kusin		64	Director
John Baumer		47	Director
John Danhakl		59	Director
Michael Solomon		40	Director
Fred Simmons		60	Director
Peter Starrett		67	Director
Lawrence Hayward		60	Director
Colm Lanigan		49	Director


Named executive officer	Fiscal 2013 base salary		Fiscal 2014 base salary
James Myers(1)	$	1,000,000	$	1,000,000
Lawrence Rutkowski		—	$	600,000	(2)
Bradley Weston	$	618,000	$	650,000	(3)
Thomas Farello	$	535,500	$	546,000
Charles Piscitello	$	453,900	$	465,000
Elisabeth Charles	$	471,740	$	480,000


Named executive officer	Target annual bonus as a percentage of annual base salary
James Myers		120	%
Lawrence Rutkowski		80	%
Bradley Weston		80	%
Thomas Farello		60	%
Charles Piscitello		50	%
Elisabeth Charles		50	%


Named executive officer(1)	2014 total bonus
James Myers	$	661,200
Bradley Weston	$	286,520
Thomas Farello	$	180,508
Charles Piscitello	$	128,108


Name and principal position	Fiscal year			Salary ($)(1)		Option awards ($)(2)		Non-equity incentive plan compensation ($)(3)		All other compensation ($)(6)		Total ($)
James Myers		2014			1,000,000		927,500		661,200		150,525		2,739,225
Chief Executive Officer and President
Lawrence Rutkowski		2014	(4)		300,000		2,116,800		—		1,583,744		4,000,544
Former Executive Vice President and Chief Financial Officer
Bradley Weston		2014			650,000		397,500		286,520		520,599		1,854,619
Executive Vice President, Chief Merchandising Officer, and President, Unleashed by Petco
Thomas Farello		2014			546,000		238,500		180,508		79,214		1,044,222
Senior Vice President, Operations
Charles Piscitello		2014			465,000		185,500		128,108		183,646		962,254
Senior Vice President, Chief People Officer
Elisabeth Charles		2014	(5)		267,692		191,772		—		893,453		1,352,917
Former Senior Vice President, Chief Marketing Officer


Name	401(k) company match contributions ($)(a)		Nonqualified deferred compensation company match contributions ($)(b)		Executive physicals ($)(c)		Company paid premiums for life insurance coverage ($)(d)		Financial planning and tax preparation ($)(e)		Company awards ($)(f)		Relocation expenses ($)(g)		Payments in respect of 2012 Recapitalization ($)(h)		Severance ($)(i)		Total ($)(j)
James Myers		3,900		60,435		2,055		1,080		18,815		10,240		—		54,000		—		150,525
Lawrence Rutkowski		—		—		—		540		—		—		115,342		—		1,467,862		1,583,744
Bradley Weston		3,954		—		—		1,080		18,815		—		—		496,750		—		520,599
Thomas Farello		3,918		17,201		3,350		1,080		8,000		5,025		—		40,640		—		79,214
Charles Piscitello		3,314		15,978		2,364		1,080		18,815		25		—		142,070		—		183,646
Elisabeth Charles		3,240		16,606		—		582		—		—		—		196,650		676,375		893,453


				Potential future payouts under non-equity incentive plan awards(1)									Option awards (6)			Exercise price of option awards ($/sh)(8)		Grant date fair value of option awards ($)(9)
Name	Type of award	Grant date		Threshold ($)(2)			Target ($)(3)			Maximum ($)(4)			Option awards (6)			Exercise price of option awards ($/sh)(8)		Grant date fair value of option awards ($)(9)
James Myers	Annual Incentive Stock Options		3/19/2014		300,000			1,200,000			2,400,000			1,750,000			2.00		927,500
Lawrence Rutkowski	Annual Incentive Stock Options		5/1/2014		81,534	(5)		326,137	(5)		652,274	(5)		4,000,000	(7)		2.00		2,116,800
Bradley Weston	Annual Incentive Stock Options		3/19/2014		130,000			520,000			1,040,000			750,000			2.00		397,500
Thomas Farello	Annual Incentive Stock Options		3/19/2014		81,900			327,600			327,600			450,000			2.00		238,500
Charles Piscitello	Annual Incentive Stock Options		3/19/2014		58,125			232,500			465,000			350,000			2.00		185,500
Elisabeth Charles	Annual Incentive Stock Options		3/19/2014		60,000			240,000			480,000			350,000	(7)		2.00		185,500


Name	Number of securities underlying unexercised options (exercisable) ($)		Number of securities underlying unexercised options (unexercisable) (#)		Option exercise price ($)(1)			Option expiration date
James Myers		3,134,219		—		1.33	(2)		12/13/2016
		365,669		—		0.20	(2)(3)(4)(5)		12/13/2016
		819,862		—		0.22	(2)(3)(4)		12/13/2016
		2,618,438		—		1.00	(3)		12/13/2016
		800,000		800,000		0.28	(4)		11/28/2021
		400,000		—		0.98	(4)		11/28/2021
		350,000		1,400,000		2.00			3/20/2023
		—		1,750,000		2.00			2/19/2024

Lawrence Rutkowski		—		—		—			—