##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Year Ended
    February 3, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to  Commission file number 0-21888
      PetSmart, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

94-3024325(I.R.S. Employer
    Identification No.)   
  19601 N. 27th Avenue
    Phoenix, Arizona(Address of principal
    executive offices)

85027(Zip Code)   Registrants telephone number, including area code:
 (623) 580-6100
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.0001 par value

The NASDAQ Stock Market LLC
    (NASDAQ Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY
    REFERENCE
  Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 Item



PagePART I1.


Business


11A.


Risk Factors


91B.


Unresolved Staff Comments


182.


Properties


193.


Legal Proceedings


204.


Submission of Matters to a Vote of Security
    Holders


21PART II5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


226.


Selected Financial Data


257.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


267A.


Quantitative and Qualitative Disclosures About
    Market Risk


378.


Financial Statements and Supplementary Data


389.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


389A.


Controls and Procedures


389B.


Other Information


41PART III10.


Directors, Executive Officers and Corporate
    Governance


4111.


Executive Compensation


4112.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


4113.


Certain Relationships and Related Transactions,
    and Director Independence


4114.


Principal Accounting Fees and Services


41PART IV15.


Exhibits, Financial Statement Schedules


41EX-10.5EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  This Annual Report on
    Form 10-K
    contains forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. These
    statements are based on managements current expectations
    and beliefs about future events or future financial performance.
    We have attempted to identify forward-looking statements by
    words such as: anticipate, believe,
    can, continue, could,
    estimate, expect, intend,
    may, plan, potential,
    predict, should, will or
    other comparable terminology. These statements are not
    guarantees of future performance or results and involve known
    and unknown risks, uncertainties and other factors, including
    the risks outlined under Item 1A. Risk Factors
    contained in Part I of this Annual Report, that may cause
    our actual results, levels of activity, performance or
    achievements to be materially different from any future results,
    levels of activity, performance or achievements expressed or
    implied by these forward-looking statements.
  Although we believe the expectations and beliefs reflected in
    the forward-looking statements are reasonable, such statements
    speak only as of the date this Annual Report on
    Form 10-K
    is filed, and we disclaim any intent or obligation to update any
    of the forward-looking statements after such date, whether as a
    result of new information, actual results, future events or
    otherwise, unless required by law.
  Our fiscal year consists of the 52 or 53 weeks ending on
    the Sunday nearest January 31 of the following year. Unless
    otherwise specified, all references in this Annual Report on
    Form 10-K
    to years are to fiscal years. The 2007 fiscal year ended on
    February 3, 2008 and was a 53-week year. The 2006 and 2005
    fiscal years were 52-week years.
  Item 1.
    Business  General
  sm
    ®
  ® ® e-commerce
 1




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##### Table of Contents



The Pet
    Industry
        Competition
    
    Supermarkets, warehouse clubs and other mass and general retail
    merchandisers;
    Specialty pet supply chains and pet supply stores;
    Independent pet stores;
    Veterinarians;
    Catalog retailers; and
    E-commerce
    retailers.    Our
    Strategy
    Add stores in existing multi-store, new multi-store and new
    single-store markets.
  Provide the right store format to meet the needs of our
    customers.
 2




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Expand our pet services business. 24-hour sm
  Offer superior customer service.
  Differentiate ourselves through effective brand
    management.
    Drive efficiency and create a consistent customer experience
    by focusing on operating excellence.
   3




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##### Table of Contents



Our
    Stores
    2007


2006


2005Store count at beginning of fiscal year


908



826



726New, relocated and acquired stores opened


115



92



107Stores closed


(15
)


(10
)


(7
)Store count at end of fiscal year


1,008



908



826   Distribution
    SquareLocation

Footage


Date Opened


Distribution Type(In thousands)Phoenix, Arizona


620



May 1996


Combination distribution centerEnnis, Texas


230



November 1999


Forward distribution centerColumbus, Ohio


613



September 2000


Distribution centerGahanna, Ohio


276



October 2000


Forward distribution centerHagerstown, Maryland


252



October 2000


Forward distribution centerReno, Nevada


199



June 2002


Forward distribution centerOttawa, Illinois


1,000



August 2005


Combination distribution centerNewnan, Georgia


878



July 2007


Combination distribution centerTotal


4,068      4




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##### Table of Contents



Merchandise
    
    Pet Food, Treats and Litter.  We emphasize
    premium dog and cat foods, many of which are not available in
    supermarkets, warehouse clubs or other mass and general retail
    merchandisers. We also offer quality national brands
    traditionally found in supermarkets and pet stores. The sale of
    pet food, treats and litter comprised 41%, 40% and 40% of our
    net sales in 2007, 2006 and 2005, respectively.
    Pet Supplies and Other Goods.  Our broad
    assortment of pet supplies includes collars, leashes, health and
    beauty aids, shampoos, medication, toys, pet carriers and pet
    houses. We also offer a complete line of supplies for fish,
    birds, reptiles and small pets. These products include aquariums
    and habitats, filters and birdcages. The sale of pet supplies
    and other goods comprised 47%, 48% and 49% of our net sales in
    2007, 2006 and 2005, respectively.
    Pets.  Our stores feature fresh-water tropical
    fish, birds, reptiles and small pets. Pets comprised 2%, 3% and
    3% of our net sales in 2007, 2006 and 2005, respectively. We do
    not sell dogs or cats, but instead provide space in most stores
    for adoption partners to use.  Pet
    Services
      24-hour
  Veterinary
    Services
    PetSmart
    Charities and Adoptions
    
    Raising awareness of companion animal welfare issues;
    Funding programs to further individual animal welfare
    organizations missions; and
    Facilitating adoptions through in-store programs and pet
    transport programs. 5




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##### Table of Contents



Government
    Regulation
      Intellectual
    Property
  ® ® ® ® ® ®
  Employees
    Financial
    Information by Business Segment and Geographic Data
  Disclosures about Segments of an Enterprise and Related
    Information
   6




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
  1-800-SEC-0330. http://www.sec.gov
  Management
    Name

Age

PositionPhilip L. Francis


61


Chairman and Chief Executive OfficerRobert F. Moran


57


President and Chief Operating OfficerLawrence P. Molloy


46


Senior Vice President, Chief Financial OfficerScott A. Crozier


57


Senior Vice President, General Counsel, Secretary and Chief
    Compliance OfficerDonald E. Beaver


49


Senior Vice President, Chief Information OfficerKenneth T. Hall


39


Senior Vice President, MerchandisingDavid K. Lenhardt


38


Senior Vice President, Store Operations and ServicesMary L. Miller


47


Senior Vice President, Chief Marketing OfficerJoseph D. OLeary


49


Senior Vice President, Supply ChainJaye D. Perricone


49


Senior Vice President, Real EstateFrancesca M. Spinelli


54


Senior Vice President, PeopleRaymond L. Storck


47


Vice President of Finance, Chief Accounting Officer   Philip L. Francis
  Robert F. Moran
  Lawrence P. Molloy
  Scott A. Crozier
 7




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Donald E. Beaver
  Kenneth T. Hall
  David K. Lenhardt e-commerce
  Mary L. Miller
  Joseph D. OLeary
  Jaye D. Perricone
  Francesca M. Spinelli
  Raymond L. Storck
 8




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##### Table of Contents



Item 1A.
    Risk
    Factors  In the normal course of business, our operations, financial
    condition and results of operations are routinely subjected to a
    variety of risks. Our actual financial results could differ
    materially from projected results due to some or all of the
    factors discussed below. You should carefully consider the risks
    and uncertainties described below, as well as those discussed in
    the Competition, Our Stores,
    Distribution and Government Regulation
    sections of this Annual Report on
    Form 10-K.
  Comparable
    store sales growth may decrease as stores grow older. If we are
    unable to increase sales at our existing stores, our results of
    operations could be harmed.
    We may
    be unable to continue to open new stores and enter new markets
    successfully. If we are unable to successfully reformat existing
    stores and open new stores, our results of operations could be
    harmed. Also, store development may place increasing demands on
    management and operating systems and may erode sales at existing
    stores.
    
    Identifying store sites that offer attractive returns on our
    investment including the impact of cannibalization of our
    existing stores;
    Competition for those sites;
    Successfully negotiating with landlords and obtaining any
    necessary governmental, regulatory or private approvals;
    Timely construction of stores; and
    Our ability to attract and retain qualified store personnel.    and/or
    A
    decline in consumers discretionary spending or a change in
    consumer preferences could reduce our sales and harm our
    business.
   9




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Our
    quarterly operating results may fluctuate due to seasonal
    changes associated with the pet retail industry and the timing
    of expenses, new store openings and store
    closures.
  quarter-to-quarter
  The
    pet products retail industry is very competitive and continued
    competitive forces may adversely impact our business and
    financial results.
  e-commerce
  Failure
    to successfully manage and execute our marketing initiatives
    could have a negative impact on our business.
  e-commerce
  Our
    operating margins at new stores may be lower than those of
    existing stores.
   10




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A
    disruption, malfunction or increased costs in the operation,
    expansion or replenishment of our distribution centers or our
    supply chain would impact our ability to deliver to and
    effectively merchandise our stores or increase our expenses,
    which could harm our sales and results of
    operations.
  out-of-stock
  If our
    information systems fail to perform as designed or are
    interrupted for a significant period of time, our business could
    be harmed.
      If we
    fail to protect the integrity and security of customer and
    associate information, we could be exposed to litigation and our
    business could be adversely impacted.
    The
    disruption of the relationship with or the loss of any of our
    key vendors, a decision by our vendors to make their products
    available in supermarkets or through warehouse clubs and other
    mass and retail merchandisers, or the inability of our vendors
    to provide quality products in a timely or cost-effective manner
    or risks associated with the suppliers from whom products are
    sourced, could harm our business.
   11




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Our
    expanded offering of proprietary branded products may not
    improve our financial performance and may expose us to product
    liability claims.
    Our
    failure to successfully anticipate merchandise returns might
    have a negative impact on our business.
    We
    depend on key executives, store managers and other personnel and
    may not be able to retain or replace these employees or recruit
    additional qualified personnel, which could harm our
    business.
   12




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Our
    international operations may result in additional market risks,
    which may harm our business.
    
    Fluctuations in currency exchange rates;
    Changes in international staffing and employment issues;
    Tariff and other trade barriers;
    Greater difficulty in utilizing and enforcing our intellectual
    property rights;
    Failure to understand the local culture and market;
    The burden of complying with foreign laws, including tax
    laws; and
    Political and economic instability and developments.  Our
    business may be harmed if the operation of veterinary hospitals
    at our stores is limited or fails to continue.
    The Equity Method of Accounting for
    Investments in Common Stock.
  We
    face various risks as an
    e-commerce
    retailer.
  e-commerce U.S. e-commerce e-commerce
 13




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##### Table of Contents



e-commerce,
  Our
    business could be harmed if we were unable to effectively manage
    our cash flow and raise any needed additional capital on
    acceptable terms.
    Failure
    to successfully integrate any business we acquire could have an
    adverse impact on our financial results.
    Changes
    to estimates related to our property and equipment, or operating
    results that are lower than our current estimates at certain
    store locations, may cause us to incur impairment
    charges.
    Our
    inability or failure to protect our intellectual property could
    have a negative impact on our operating results.
   14




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A
    determination that we are in violation of any contractual
    obligations or government regulations could result in a
    disruption to our operations and could harm our
    business.
      Failure
    of our internal controls over financial reporting could harm our
    business and financial results.
    Changes
    in laws, accounting standards and subjective assumptions,
    estimates and judgments by management related to complex
    accounting matters could significantly affect our financial
    results.
    An
    unfavorable determination by tax regulators may cause our
    provision for income and other taxes to be inadequate and may
    result in a material impact to our financial
    results.
    Our
    business exposes us to claims, litigation and risk of loss that
    could result in adverse publicity, harm to our brand and impact
    our financial results.
   15




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Our
    inability to obtain commercial insurance at acceptable prices or
    our failure to adequately reserve for self-insured exposures may
    have a negative impact on our business.
    Pending
    legislation, weather, catastrophic events, disease or other
    factors could disrupt our operations, supply chain and the
    supply of small pets and products we sell, which could harm our
    reputation and decrease sales.
    Food
    safety, quality and health concerns could affect our
    business.
   16




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Fluctuations
    in the stock market, as well as general economic and market
    conditions may impact our operations, sales, financial results
    and market price of our common stock.
    
    General economic changes;
    Actions taken by our competitors, including new product
    introductions and pricing changes;
    Changes in the strategy and capability of our competitors;
    Our ability to successfully integrate acquisitions;
    The prospects of our industry;
    Natural disasters, hostilities and acts of terrorism; and
    National or regional catastrophes or circumstances, such as a
    pandemic or other public health or welfare scare.    Our
    operating and financial performance in any given period may
    differ from the guidance we have provided to the
    public.
    We
    have implemented some anti-takeover provisions that may prevent
    or delay an acquisition of us that may not be beneficial to our
    stockholders.
    
    A classified board of directors consisting of three classes;
    The ability of our board of directors to issue, without
    stockholder approval, up to 10,000,000 shares of preferred
    stock in one or more series with rights, obligations and
    preferences determined by the board of directors;
    No right of stockholders to call special meetings of
    stockholders;
    No right of stockholders to act by written consent; 17




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##### Table of Contents




    Certain advance notice procedures for nominating candidates for
    election to the board of directors; and
    No right to cumulative voting.  2 3
  
    alter or amend our bylaws;
    remove a director without cause; or
    alter, amend or repeal certain provisions of our restated
    certificate of incorporation.    Item 1B.
    Unresolved
    Staff Comments   18




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##### Table of Contents



Item 2.
    Properties    Number ofUnited States:

StoresAlabama


13Arizona


39Arkansas


4California


115Colorado


32Connecticut


5Delaware


3Florida


56Georgia


35Idaho


4Illinois


44Indiana


19Iowa


8Kansas


7Kentucky


6Louisiana


13Maine


2Maryland


27Massachusetts


12Michigan


29Minnesota


14Mississippi


5Missouri


16Montana


3Nebraska


5Nevada


14New Hampshire


5New Jersey


33New Mexico


6New York


33North Carolina


33North Dakota


2Ohio


40Oklahoma


11Oregon


12Pennsylvania


40Rhode Island


2South Carolina


14South Dakota


2Tennessee


18Texas


91Utah


11Vermont


1Virginia


37Washington


20West Virginia


1Wisconsin


11Total U.S. stores


953Canada


55Total stores


1,008  19




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##### Table of Contents



SquareLocation

Footage


Lease Expiration(In thousands)Ennis, Texas


230



2012Phoenix, Arizona


620



2021Columbus, Ohio


613



2010Gahanna, Ohio


276



2010Hagerstown, Maryland


252



2010Reno, Nevada


199



2008Ottawa, Illinois


1,000



2015Newnan, Georgia


878



2022Total


4,068     e-commerce
  Item 3.
    Legal
    Proceedings  Sorenson v. PetSmart Enabnit v.
    PetSmart
  and/or
 20




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##### Table of Contents



(In re Pet Food Product
    Liability Litigation No. 07-2867).
      Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




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##### Table of Contents



PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Price Range of Common Stock. intra-day mark-ups,
  High


LowFiscal Year Ended February 3, 2008First Quarter ended April 29, 2007

$
34.69


$
28.50Second Quarter ended July 29, 2007

$
35.48


$
31.15Third Quarter ended October 28, 2007

$
35.01


$
27.57Fourth Quarter ended February 3, 2008

$
29.98


$
21.12Fiscal Year Ended January 28, 2007First Quarter ended April 30, 2006

$
29.48


$
23.89Second Quarter ended July 30, 2006

$
29.42


$
23.24Third Quarter ended October 29, 2006

$
29.75


$
22.07Fourth Quarter ended January 28, 2007

$
32.20


$
27.80   Common Stock Dividends.
    DividendAmount per


Stockholders ofDate Declared

Share


Record Date


Date PaidMarch 27, 2007

$
0.03



April 27, 2007



May 11, 2007June 20, 2007

$
0.03



July 27, 2007



August 10, 2007September 19, 2007

$
0.03



October 26, 2007



November 9, 2007December 13, 2007

$
0.03



February 1, 2008



February 15, 2008     DividendAmount per


Stockholders ofDate Declared

Share


Record Date


Date PaidMarch 28, 2006

$
0.03



April 28, 2006



May 12, 2006June 22, 2006

$
0.03



July 28, 2006



August 11, 2006September 20, 2006

$
0.03



October 27, 2006



November 10, 2006December 12, 2006

$
0.03



January 26, 2007



February 9, 2007     Holders.
  Equity Compensation Plan
    Information. Form 10-K.
 22




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##### Table of Contents



Stock Purchase Program.
  Approximate DollarTotal Number of Shares


Value That MayTotal Number





Purchased as Part of


Yet be Purchasedof Shares


Average Price


Publicly Announced


Under the Plans orPeriod

Purchased(1)


Paid per Share(1)


Plans or Programs(2)


Programs(3)October 29, 2007 to November 25, 2007





$







$
75,000,000November 26, 2007 to December 30, 2007





$







$
75,000,000December 31, 2007 to February 3, 2008


776,000


$




776,000


$
75,000,000Fourth Quarter Total


776,000


$




776,000


$
75,000,000     (1)
    
    In August 2007, the Board of Directors approved a share purchase
    program authorizing the purchase of up to $300.0 million of
    our common stock through the second quarter of 2009. On
    August 19, 2007, we entered into a $225.0 million
    fixed dollar accelerated share repurchase agreement, or ASR. The
    ASR contained provisions that established the minimum and
    maximum number of shares that were purchased during its term.
    Pursuant to the terms of the ASR, on August 20, 2007, we
    paid $225.0 million to the ASR counterparty. We received
    7.0 million shares of common stock under the program with
    6.2 million received in the third quarter of 2007 and
    776,000 shares received in the fourth quarter, completing
    the program. As the ASR agreement established a fixed dollar
    share repurchase, the average price paid per share in the fourth
    quarter is zero as the cash was delivered in the third quarter.
    The average price paid for shares purchased under the ASR was
    $32.22 per share.(2)
    
    Shares purchased pursuant to the ASR agreement are presented
    under Total Number of Shares Purchased and
    Total Number of Shares Purchased as Part of Publicly
    Announced Plans or Programs in the periods in which they
    were received. For additional information regarding our purchase
    programs, see Note 8 to the Notes to Consolidated Financial
    Statements.(3)
    
    Approximate Dollar Value That May Yet be Purchased Under
    the Plans or Programs reflects our $300.0 million
    share purchase authorization less the $225.0 million ASR. 23




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Stock Performance Graph.  The following performance
    graph and related information shall not be deemed
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities
    Exchange Act of 1934, each as amended, except to the extent that
    we specifically incorporate it by reference into such filing.
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN Among
    PetSmart, Inc., The S & P 500 Index
    And The S & P Specialty Stores Index
  
  2/2/03


2/1/04


1/30/05


1/29/06


1/28/07


2/3/08PetSmart, Inc.


100.00



157.52



203.00



169.75



205.53



162.92S & P 500


100.00



134.57



142.96



157.79



180.70



176.52S & P Specialty Stores


100.00



136.34



148.66



184.93



210.03



160.28  24




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Item 6.
    Selected
    Financial Data    As of and for the Year Ended(1)February 3,


January 28,


January 29,


January 30,


February 1,2008


2007


2006


2005


2004(In thousands, except per share amounts and operating
    data)Statement of Operations Data:Net sales

$
4,672,656


$
4,233,857


$
3,760,499


$
3,363,452


$
2,993,115Gross profit


1,436,821



1,307,770



1,173,001



1,038,587



900,118Operating, general and administrative expenses


1,085,308



985,936



861,621



781,248



681,270Operating income


351,513



321,834



311,380



257,339



218,848Gain on sale of investment


95,363















Interest income


6,813



10,551



9,037



4,791



3,358Interest expense


(51,496
)


(42,268
)


(31,208
)


(21,326
)


(19,250
)Income before income tax expense and equity in income from
    investee


402,193



290,117



289,209



240,804



202,956Income tax expense


(145,180
)


(105,048
)


(106,719
)


(83,351
)


(78,005
)Equity in income from investee


1,671















Net income

$
258,684


$
185,069


$
182,490


$
157,453


$
124,951Earnings Per Common Share Data:Basic

$
1.99


$
1.36


$
1.30


$
1.09


$
0.88Diluted

$
1.95


$
1.33


$
1.25


$
1.05


$
0.85Dividends declared per common share

$
0.12


$
0.12


$
0.12


$
0.12


$
0.04Weighted average shares outstanding:Basic


129,851



135,836



140,791



143,888



141,641Diluted


132,954



139,537



145,577



149,652



147,255Selected Operating Data:Stores open at end of period


1,008



908



826



726



643Square footage at end of period


22,825,783



20,787,903



19,029,359



16,967,480



15,314,577Net sales per square foot(2)

$
210


$
208


$
206


$
205


$
197Net sales growth


10.4
%


12.6
%


11.8
%


12.4
%


11.1
%Increase in comparable store sales(3)


2.4
%


5.0
%


4.2
%


6.3
%


7.0
%Selected Balance Sheet Data:Merchandise inventories

$
501,212


$
487,400


$
399,413


$
337,281


$
309,140Working capital

$
172,982


$
324,887


$
377,766


$
477,929


$
343,974Total assets

$
2,167,257


$
2,053,477


$
1,863,691


$
1,678,407


$
1,427,265Total debt(4)

$
563,747


$
449,001


$
364,123


$
250,735


$
170,395Total stockholders equity

$
986,597


$
1,000,894


$
940,750


$
973,947


$
816,651Current ratio


1.31



1.63



1.82



2.36



2.00Long-term debt-to-equity


52
%


43
%


37
%


25
%


20
%Total debt-to-capital


36
%


31
%


28
%


20
%


17
%     (1)
    
    Fiscal 2007 consisted of 53 weeks while all other periods
    presented consisted of 52 weeks. As a result, all
    comparisons to 2006 other than comparable store sales which was
    calculated on an equivalent 53 week basis, also reflect the
    impact of one additional week in 2007. The estimated impact of
    the additional week in 2007 resulted in the following increases:
    Net sales, $89.7 million; gross profit, $34.4 million;
    operating, general and 25




---



##### Table of Contents



administrative expenses, $18.3 million; income before
    income tax expense and equity in income from investee,
    $16.0 million; net income, $9.8 million; and diluted
    earnings per common share, $0.07.(2)
    
    Net sales per square foot were calculated by dividing net sales,
    excluding catalog and
    e-commerce
    sales, by average square footage.(3)
    
    Retail stores only, excludes catalog and
    e-commerce
    sales in all periods. For 2007, the 53 weeks of the fiscal
    year are compared to the previous 53 weeks.(4)
    
    Represents borrowings under credit facility and capital lease
    obligations.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Except for historical information, the following discussion
    contains forward-looking statements that involve risks and
    uncertainties. Our actual results could materially differ from
    those discussed here. Factors that could cause or contribute to
    such differences include, but are not limited to, those
    discussed in this section, as well as in the sections entitled
    Competition, Distribution and
    Government Regulation included in Item 1
    Part I and Risk Factors included in Item 1
    Part 1A of this Annual Report on
    Form 10-K.
  Overview
    24-hour
    Executive
    Summary
  
    Fiscal 2007 included a
    53rd week.
    Diluted earnings per common share for 2007 were $1.95 on net
    income of $258.7 million, compared to diluted earnings per
    common share of $1.33 on net income of $185.1 million in
    2006. The 53rd week increased diluted earnings per common
    share by approximately $0.07.
    Net sales increased 10.4% to $4.7 billion in 2007 compared
    to $4.2 billion in 2006 due to new store openings, a
    53rd week of sales and an increase in comparable store
    sales. The 53rd week increased sales by approximately
    $89.7 million.
    We added 100 net new stores during 2007 and operated 1,008
    stores at the end of the year.
    Comparable store sales, or sales in stores open at least a year,
    increased 2.4% during 2007 compared to a 5.0% increase during
    2006.
    Services sales increased 22.0% to $458.7 million, or 9.8%
    of net sales, for 2007 compared to $376.0 million, or 8.9%
    of net sales, during 2006. The 53rd week increased services
    sales by $8.4 million.
    The Board of Directors approved a program authorizing the
    purchase of up to $300.0 million of our common stock
    through the second quarter of 2009. We used a portion of the
    authorization to complete a $225.0 million 26




---



##### Table of Contents




    We recognized a pre-tax gain of $95.4 million, or
    approximately $0.48 per common share, on the sale of a portion
    of our investment in MMI Holdings, Inc. in the first quarter of
    2007.
    We exited our equine product line, including the sale of certain
    assets such as the State Line Tack brand, certain inventory,
    customer lists and other assets. We recognized expenses of
    $9.8 million net of tax, or approximately $0.07 per common
    share, related to the exit of the equine product line.
    We acquired 19 store locations, which added 18 net new
    stores, in Canada. We completed the purchase effective
    May 31, 2007 for approximately $37.0 million, after
    adjustments, which included goodwill of approximately
    $27.7 million.
    We experienced a series of pet food recalls that had a negative
    impact on sales.  Critical
    Accounting Policies and Estimates
    Inventory
    Valuation Reserves
        Asset
    Impairments
  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
 27




---



##### Table of Contents



Reserves
    for Closed Stores
  Accounting for Costs
    Associated with Exit or Disposal Activities.
  Insurance
    Liabilities and Reserves
    Income
    Taxes
    Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109,
   28




---



##### Table of Contents



Results
    of Operations
    Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Statement of Operations Data:Net sales


100.0
%


100.0
%


100.0
%Cost of sales


69.3



69.1



68.8Gross profit


30.7



30.9



31.2Operating, general and administrative expenses


23.2



23.3



22.9Operating income


7.5



7.6



8.3Gain on sale of investment


2.0







Interest income


0.1



0.2



0.2Interest expense


(1.1
)


(1.0
)


(0.8
)Income before income tax expense and equity in income from
    investee


8.6



6.9



7.7Income tax expense


(3.1
)


(2.5
)


(2.8
)Equity in income from investee


0.0







Net income


5.5
%


4.4
%


4.9
%   2007
    (53 weeks) compared to 2006 (52 weeks)
  Net
    Sales
      Gross
    Profit
       29




---



##### Table of Contents



15-year
  Operating,
    General and Administrative Expenses
        e-commerce
    Gain
    on Sale of Investment and Equity in Income from
    Investee
      Interest
    Income
   30




---



##### Table of Contents



Interest
    Expense
    Income
    Tax Expense
      2006
    (52 weeks) compared to 2005 (52 weeks)
  Net
    Sales
      Gross
    Profit
             31




---



##### Table of Contents



Operating,
    General and Administrative Expenses
          Interest
    Income
    Interest
    Expense
    Income
    Tax Expense
      paid-in-capital.
 32




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flow and Balance Sheet Data
    February 3,


January 28,


January 29,2008


2007


2006Cash and cash equivalents

$
58,322


$
148,799


$
110,415Short-term investments






19,200



219,900Restricted cash and restricted short-term investments






60,700



Total

$
58,322


$
228,699


$
330,315         Common
    Stock Purchase Program
       33




---



##### Table of Contents



Common
    Stock Dividends
    Dividend Amount


Stockholders ofDate Declared

per Share


Record Date


Date PaidMarch 27, 2007

$
0.03



April 27, 2007



May 11, 2007June 20, 2007

$
0.03



July 27, 2007



August 10, 2007September 19, 2007

$
0.03



October 26, 2007



November 9, 2007December 13, 2007

$
0.03



February 1, 2008



February 15, 2008     Operating
    Capital and Capital Expenditure Requirements
        Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Capital Expenditures:New stores

$
114,398


$
78,389


$
62,059Store-related projects(1)


68,612



51,482



26,508PetsHotel(2)


44,039



29,999



28,222Information technology


34,187



61,522



33,595Supply chain


30,316



18,420



14,718Other


2,885



1,294



635Total capital expenditures

$
294,437


$
241,106


$
165,737     (1)
    
    Includes store remodels, grooming salon expansion, equipment
    replacement, relocations and/or expansions, as well as various
    merchandising projects.(2)
    
    For new and existing stores. 34




---



##### Table of Contents



Lease
    and Other Commitments
  Operating
    and Capital Lease Commitments and Other Obligations
    2009 &


2011 &


2013 andContractual Obligation

2008


2010


2012


Beyond


Other


TotalOperating lease obligations

$
254,586


$
559,027


$
520,819


$
1,162,539


$



$
2,496,971Capital lease obligations(1)


81,788



193,568



199,221



586,873







1,061,450Short-term debt(2)


30,000



















30,000Purchase obligations(3)


54,813



59,534















114,347Uncertain tax positions(4)


















8,824



8,824Total

$
421,187


$
812,129


$
720,040


$
1,749,412


$
8,824


$
3,711,592Less: Sublease income


(4,072
)


(7,477
)


(6,606
)


(7,368
)






(25,523
)Net Total

$
417,115


$
804,652


$
713,434


$
1,742,044


$
8,824


$
3,686,069     (1)
    
    Includes $372.5 million in interest.(2)
    
    Credit facility borrowings.(3)
    
    Represents purchase obligations for advertising and a product
    purchase agreement with a vendor.(4)
    
    Approximately $8.8 million of unrecognized tax benefits, as
    shown in other, have been recorded as liabilities in
    accordance with FIN 48, and we are uncertain as to if or
    when such amounts may be settled.  Letters
    of Credit
    Related
    Party Transactions
         35




---



##### Table of Contents



15-year
      Credit
    Facility
            Seasonality
    and Inflation
   36




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair Value Measurements.
  The Fair Value Option for Financial Assets and
    Financial Liabilities,
  No. 06-11, Accounting for the Income Tax Benefits of Dividends on
    Share-Based Payment Awards. No. 06-11 No. 06-11 No. 06-11
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements an Amendment of ARB No. 51.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Energy
    Costs
   37




---



##### Table of Contents



Foreign
    Currency Risk
      Interest
    Rate Risk
    Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    Rule 13a-15(b) Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Form 10-K.
 38




---



##### Table of Contents



Form 10-K
  Rules 13a-15(f)
      Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
 39




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              Internal Control  Integrated Framework
        40




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
      Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  The following documents are filed as part of this
    Annual Report on
    Form 10-K.
  Consolidated Financial Statements: page F-1.
  Consolidated Financial Statement
    Schedule: page F-1.
  Exhibits: page E-1.
 41




---



##### Table of Contents



SIGNATURES
      By:
    /s/  PHILIP
    L. FRANCIS   Chairman of the Board of Directors,
 and Chief Executive Officer
  POWER OF
    ATTORNEY
  Form 10-K
    Signature

Title

Date/s/  PHILIP
    L. FRANCISPhilip
    L. Francis

Chairman of the Board of Directors, and Chief Executive Officer
    (Principal Executive Officer)

March 28, 2008/s/  LAWRENCE
    P. MOLLOYLawrence
    P. Molloy

Senior Vice President, Chief Financial Officer (Principal
    Financial Officer)

March 28, 2008/s/  RAYMOND
    L. STORCKRaymond
    L. Storck

Vice President of Finance, Chief Accounting Officer (Principal
    Accounting Officer)

March 28, 2008/s/  LAWRENCE
    A. DEL SANTOLawrence
    A. Del Santo

Director

March 28, 2008/s/  RITA
    V. FOLEYRita
    V. Foley

Director

March 28, 2008/s/  RAKESH
    GANGWALRakesh
    Gangwal

Director

March 28, 2008/s/  JOSEPH
    S. HARDIN, JR.Joseph
    S. Hardin, Jr.

Director

March 28, 2008 42




---



##### Table of Contents



Signature

Title

Date/s/  GREGORY
    P. JOSEFOWICZGregory
    P. Josefowicz

Director

March 28, 2008/s/  AMIN
    I. KHALIFAAmin
    I. Khalifa

Director

March 28, 2008/s/  RONALD
    KIRKRonald
    Kirk

Director

March 28, 2008/s/  RICHARD
    K. LOCHRIDGERichard
    K. Lochridge

Director

March 28, 2008/s/  BARBARA
    A. MUNDERBarbara
    A. Munder

Director

March 28, 2008/s/  THOMAS
    G. STEMBERGThomas
    G. Stemberg

Director

March 28, 2008  43




---



##### 



APPENDIX F
  PetSmart,
    Inc. and Subsidiaries
  Index to
    Consolidated Financial Statements and
    Financial Statement Schedule
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    February 3, 2008 and January 28, 2007


F-3Consolidated Statements of Operations and
    Comprehensive Income for the fiscal years ended February 3,
    2008, January 28, 2007 and January 29, 2006


F-4Consolidated Statements of Stockholders
    Equity for the fiscal years ended February 3, 2008,
    January 28, 2007 and January 29, 2006


F-5Consolidated Statements of Cash Flows for the
    fiscal years ended February 3, 2008, January 28, 2007
    and January 29, 2006


F-6Notes to Consolidated Financial Statements


F-7Report of Independent Registered Public
    Accounting Firm on Supplemental Schedule


A-1Schedule II  Valuation and Qualifying
    Accounts


A-2   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
    F-2




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries



Consolidated
    Balance Sheets(In thousands, except par
    value)  February 3,


January 28,2008


2007ASSETSCash and cash equivalents

$
58,322


$
148,799Short-term investments






19,200Restricted cash and restricted short-term investments






60,700Receivables, net


49,341



36,541Merchandise inventories


501,212



487,400Deferred income taxes


46,765



39,580Prepaid expenses and other current assets


73,231



51,049Total current assets


728,871



843,269Property and equipment, net


1,230,770



1,032,421Equity investment in affiliate


23,346



38,065Deferred income taxes


108,544



97,648Goodwill


44,333



14,422Intangible assets, net of accumulated amortization of $1,935 and
    $1,606


1,457



1,156Other noncurrent assets


29,936



26,496Total assets

$
2,167,257


$
2,053,477LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and bank overdraft.

$
172,352


$
179,638Accrued payroll, bonus and employee benefits


132,768



120,801Accrued occupancy expenses and deferred rents


46,955



44,972Short-term debt


30,000



Current maturities of capital lease obligations


24,982



17,667Other current liabilities


148,832



155,304Total current liabilities


555,889



518,382Capital lease obligations


508,765



431,334Deferred rents


88,954



85,644Other noncurrent liabilities


27,052



17,223Total liabilities


1,180,660



1,052,583Commitments and contingenciesStockholders equity:Preferred stock; $.0001 par value; 10,000 shares
    authorized, none issued and outstanding






Common stock; $.0001 par value; 625,000 shares
    authorized, 158,104 and 155,782 shares issued


16



16Additional paid-in capital


1,079,190



1,024,630Retained earnings


758,674



516,961Accumulated other comprehensive income


5,585



1,128Less: treasury stock, at cost, 30,066 and 20,313 shares


(856,868
)


(541,841
)Total stockholders equity


986,597



1,000,894Total liabilities and stockholders equity

$
2,167,257


$
2,053,477    F-3




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries



Consolidated
    Statements of Operations and Comprehensive Income  Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)(In thousands, except per share data)Net sales

$
4,672,656


$
4,233,857


$
3,760,499Cost of sales


3,235,835



2,926,087



2,587,498Gross profit


1,436,821



1,307,770



1,173,001Operating, general and administrative expenses


1,085,308



985,936



861,621Operating income


351,513



321,834



311,380Gain on sale of investment


95,363







Interest income


6,813



10,551



9,037Interest expense


(51,496
)


(42,268
)


(31,208
)Income before income tax expense and equity in income from
    investee


402,193



290,117



289,209Income tax expense


(145,180
)


(105,048
)


(106,719
)Equity in income from investee


1,671







Net income


258,684



185,069



182,490Other comprehensive income (loss), net of income tax:Foreign currency translation adjustments


4,457



(478
)


(12
)Comprehensive income

$
263,141


$
184,591


$
182,478Earnings per common share:Basic

$
1.99


$
1.36


$
1.30Diluted

$
1.95


$
1.33


$
1.25Weighted average shares outstanding:Basic


129,851



135,836



140,791Diluted


132,954



139,537



145,577    F-4




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries



Consolidated
    Statements of Stockholders Equity  AccumulatedOtherShares





Additional





ComprehensiveCommon


Treasury


Common


Paid-In


Retained


Income


TreasuryStock


Stock


Stock


Capital


Earnings


(Loss)


Stock


Total(In thousands, except per share data)BALANCE AT JANUARY 30, 2005


149,517



(4,087
)

$
15


$
904,330


$
182,959


$
1,618


$
(114,975
)

$
973,947Stock options and employee stock purchase plan compensation cost














12,564















12,564Net tax benefits from tax deductions in excess of the
    compensation cost recognized














10,856















10,856Issuance of common stock under stock incentive plans


2,773











33,058















33,058Issuance of restricted stock and compensation cost, net of award
    reacquisitions and adjustments


734











9,856















9,856Dividends declared ($0.12 per share)


















(17,007
)










(17,007
)Other comprehensive income, net of income tax:Foreign currency translation adjustments






















(12
)






(12
)Purchase of treasury stock, at cost






(9,940
)


















(265,002
)


(265,002
)Net income


















182,490











182,490BALANCE AT JANUARY 29, 2006


153,024



(14,027
)


15



970,664



348,442



1,606



(379,977
)


940,750Stock options and employee stock purchase plan compensation cost














9,936















9,936Net tax benefits from tax deductions in excess of the
    compensation cost recognized














5,989















5,989Issuance of common stock under stock incentive plans


2,172







1



28,625















28,626Issuance of restricted stock and compensation cost, net of award
    reacquisitions and adjustments


586











9,416















9,416Dividends declared ($0.12 per share)


















(16,550
)










(16,550
)Other comprehensive income, net of income tax:Foreign currency translation adjustments






















(478
)






(478
)Purchase of treasury stock, at cost






(6,286
)


















(161,864
)


(161,864
)Net income


















185,069











185,069BALANCE AT JANUARY 28, 2007


155,782



(20,313
)


16



1,024,630



516,961



1,128



(541,841
)


1,000,894Cumulative effect of FIN No. 48 adoption


















(1,164
)










(1,164
)Stock options and employee stock purchase plan compensation cost














5,137















5,137Net tax benefits from tax deductions in excess of the
    compensation cost recognized














9,921















9,921Issuance of common stock under stock incentive plans


2,031











31,576















31,576Issuance of restricted stock and compensation cost, net of award
    reacquisitions and adjustments


291











7,926















7,926Dividends declared ($0.12 per share)


















(15,807
)










(15,807
)Other comprehensive income, net of income tax:Foreign currency translation adjustments






















4,457







4,457Purchase of treasury stock, at cost






(9,753
)


















(315,027
)


(315,027
)Net income


















258,684











258,684BALANCE AT FEBRUARY 3, 2008


158,104



(30,066
)

$
16


$
1,079,190


$
758,674


$
5,585


$
(856,868
)

$
986,597    F-5




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries



Consolidated
    Statements of Cash Flows  Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
258,684


$
185,069


$
182,490Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


195,980



156,941



139,625Gain on sale of equity investment


(95,363
)






Loss on disposal of property and equipment


6,914



8,727



2,892Stock-based compensation expense


18,333



19,320



22,398Deferred income taxes


(15,251
)


(18,882
)


(16,602
)Equity in income from investee


(1,671
)






Tax benefits from tax deductions in excess of the compensation
    cost recognized


(10,715
)


(8,222
)


(12,860
)Non-cash interest expense


2,589



5,647



3,161Changes in assets and liabilities, excluding the effect of the
    acquisition of store locations in Canada:Receivables, net


(11,793
)


1,832



(9,751
)Merchandise inventories


(9,005
)


(87,867
)


(61,745
)Prepaid expenses and other current assets


(22,549
)


(3,276
)


(3,154
)Other noncurrent assets


(4,238
)


(2,555
)


(5,332
)Accounts payable


(1,515
)


9,732



25,760Accrued payroll, bonus and employee benefits


11,491



17,058



16,904Accrued occupancy expenses and deferred rents


1,722



1,222



8,354Other current liabilities


(2,271
)


9,639



49,120Deferred rents and other noncurrent liabilities


11,374



(5,094
)


(1,314
)Net cash provided by operating activities


332,716



289,291



339,946CASH FLOWS FROM INVESTING ACTIVITIES:Cash paid for short-term available-for-sale investments


(285,205
)


(2,114,035
)


(1,644,050
)Proceeds from sales of short-term available-for-sale investments


304,405



2,314,735



1,737,725Decrease (increase) in restricted cash and short-term investments


60,700



(60,700
)


Cash paid for property and equipment


(294,437
)


(241,106
)


(165,737
)Cash paid for acquisition of store locations in Canada


(36,963
)






Proceeds from sales of property and equipment


539



1,579



262Cash paid for equity investment






(4,398
)


Proceeds from sale of equity investment


111,752







Net cash used in investing activities


(139,209
)


(103,925
)


(71,800
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from common stock issued under stock incentive plans


31,576



28,626



33,058Cash paid for treasury stock


(315,027
)


(161,864
)


(265,002
)Payments of capital lease obligations


(26,483
)


(19,046
)


(10,308
)Proceeds from credit facility borrowings


185,000







Payments of credit facility borrowings


(155,000
)






(Decrease) increase in bank overdraft.


(8,461
)


15,707



(2,698
)Tax benefits from tax deductions in excess of the compensation
    cost recognized


10,715



8,222



12,860Cash dividends paid to stockholders


(16,034
)


(16,654
)


(17,203
)Net cash used in financing activities


(293,714
)


(145,009
)


(249,293
)EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS


9,730



(1,973
)


4,530(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(90,477
)


38,384



23,383CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


148,799



110,415



87,032CASH AND CASH EQUIVALENTS AT END OF YEAR

$
58,322


$
148,799


$
110,415    F-6




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  Note 1 
    The
    Company and its Significant Accounting Policies  Business
  e-commerce
  Principles
    of Consolidation
      Fiscal
    Year
    Use of
    Estimates
    Segment
    Reporting
  Disclosures about Segments of an Enterprise and Related
    Information
 F-7




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Financial
    Instruments
    Cash
    and Cash Equivalents
      Short-term
    Investments
  Accounting for
    Certain Investments in Debt and Equity Securities,
  Restricted
    Cash and Restricted Short-term Investments
    Vendor
    Rebates and Cooperative Advertising Incentives
    Merchandise
    Inventories and Cost of Sales
   F-8




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      
    Purchase price of inventory sold;
    Transportation costs associated with moving inventory from our
    vendors to our distribution centers and our retail stores;
    Transportation costs associated with moving inventory from our
    distribution centers to our retail stores;
    Inventory shrinkage costs and valuation adjustments;
    Costs associated with operating our distribution network,
    including payroll and benefit costs, occupancy costs, utilities
    costs and depreciation;
    Costs of services provided, including salaries of groomers,
    trainers and PetsHotel associates;
    Procurement costs, including merchandising and other costs
    directly associated with the procurement, storage and handling
    of inventory;
    Store occupancy costs, including rent, common area maintenance,
    real estate taxes, utilities and depreciation of leasehold
    improvements and capitalized lease assets; and
    Reductions for vendor rebates, promotions and discounts.  Inventory
    Valuation Reserves
        Property
    and Equipment
   F-9




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Buildings


39 years or term of leaseFurniture, fixtures and equipment


2 - 12 yearsLeasehold improvements


1 - 20 yearsComputer software


3 - 7 years   Goodwill
    and Intangible Assets
  Goodwill and Other Intangible
    Assets.
    Insurance
    Liabilities and Reserves
    Reserve
    for Closed Stores
   F-10




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Costs Associated with Exit or Disposal
    Activities.
    Income
    Taxes
    Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109,
    Other
    Current Liabilities
    February 3,


January 28,2008


2007Accrued income and sales tax

$
24,812


$
31,042Accounts payable  operating expenses


21,584



23,716Accrued capital purchases


21,419



23,090Accrued general liability insurance reserve


16,059



13,555Gift card liability


9,325



12,775Deferred revenue


7,686



5,807Other current liabilities


47,947



45,319$
148,832


$
155,304  F-11




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue
    Recognition
  Revenue
    Recognition in Financial Statements, Revenue Recognition. E-commerce
        Vendor
    Concentration Risk
    Advertising
    Stock-based
    Compensation
  Share-Based
    Payment. Accounting for Stock-Based
    Compensation,
 F-12




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Foreign
    Currency Translation and Transactions
     Other
    Comprehensive Income
     Earnings
    Per Common Share
     Recently
    Issued Accounting Pronouncements
  Fair Value Measurements.
  The Fair Value Option for Financial Assets and
    Financial Liabilities,
  No. 06-11, Accounting for the Income Tax Benefits of Dividends on
    Share-Based Payment Awards. No. 06-11 No. 06-11 No. 06-11
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements an Amendment of ARB No. 51.
 F-13




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Reclassifications
    Note 2 
    Investments    The Equity Method of
    Accounting for Investments in Common Stock.
    February 3, 2008


January 28, 2007Ownership








OwnershipAmount


Shares


Percentage


Amount


Shares


PercentageVoting common and convertible preferred

$
21,675



4,693



21.5
%

$
10,549



2,855



17.8
%Non-voting common and convertible preferred














27,516



5,235



97.6
%Equity in income


1,671















Total investment

$
23,346



4,693



21.0
%

$
38,065



8,090



37.2
%       (a)
    2.9 million are shares of voting convertible preferred
    stock that may be converted into voting common stock at any time
    at our option; and   F-14




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of


As ofFebruary 3, 2008


February 4, 2007Current assets

$
163,083


$
129,105Noncurrent assets


120,204



108,209Current liabilities


183,540



162,957Noncurrent liabilities


13,631



10,001   Year EndedFebruary 3,


February 4,


January 29,2008


2007


2006(52 weeks)


(53 weeks)


(52 weeks)Net sales

$
407,634


$
336,464


$
271,667Gross profit


52,104



55,962



48,221Income from continuing operations, before minority interest


7,898



10,702



9,767Net income before minority interest

$
7,898


$
9,763


$
8,281   15-year
     F-15




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 3 
    Property
    and Equipment    February 3,


January 28,2008


2007Land

$
2,991


$
2,991Buildings


6,204



8,776Furniture, fixtures and equipment


767,103



533,923Leasehold improvements


467,731



476,636Computer software


104,764



94,944Buildings, equipment and computer software under capital leases


624,011



520,1961,972,804



1,637,466Less: accumulated depreciation and amortization


828,524



683,0321,144,280



954,434Construction in progress


86,490



77,987Property and equipment, net

$
1,230,770


$
1,032,421     Capitalization of Interest
    Cost.
  Note 4 
    Reserves
    for Closed Stores    February 3,


January 28,2008


2007Total remaining gross occupancy costs

$
34,376


$
44,234Less:Expected sublease income


(27,167
)


(35,284
)Interest costs


(1,052
)


(1,261
)Closed store reserve

$
6,157


$
7,689     Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Opening balance

$
7,689


$
9,604


$
9,141Charges, net


4,993



4,276



4,309Payments, net


(6,525
)


(6,191
)


(3,846
)Ending balance

$
6,157


$
7,689


$
9,604  F-16




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 5 
    Impairment
    of Long-Lived Assets and Asset Write-Downs    Note 6 
    Income
    Taxes    Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)United States

$
401,079


$
283,545


$
285,228Foreign


1,114



6,572



3,981$
402,193


$
290,117


$
289,209     Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Current provision:Federal

$
144,961


$
108,940


$
102,823State/Foreign


18,325



14,693



20,596163,286



123,633



123,419Deferred:Federal


(15,139
)


(19,180
)


(12,339
)State/Foreign


(2,967
)


595



(4,361
)(18,106
)


(18,585
)


(16,700
)Income tax expense

$
145,180


$
105,048


$
106,719  F-17




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Dollars


%


Dollars


%


Dollars


%Provision at federal statutory tax rate

$
140,768



35.0
%

$
101,541



35.0
%

$
101,224



35.0
%State income taxes, net of federal income tax benefit


12,788



3.2



8,327



2.9



9,994



3.5Adjustments to tax reserves


(2,446
)


(0.6
)


(826
)


(0.3
)


(4,631
)


(1.6
)Adjustments to deferred tax assets










1,494



0.5



3,057



1.1Tax exempt interest income


(1,676
)


(0.4
)


(2,834
)


(1.0
)


(2,625
)


(0.9
)Adjustment to valuation allowance


(701
)


(0.2
)


337



0.1



645



0.2Utilization of capital loss


(4,974
)


(1.2
)


(3,033
)


(1.0
)


(650
)


(0.2
)Tax on equity income from investee


652



0.1















Other


769



0.2



42



0.0



(295
)


(0.1
)$
145,180



36.1
%

$
105,048



36.2
%

$
106,719



36.9
%     February 3,


January 28,2008


2007Deferred income tax assets:Capital lease obligations

$
149,002


$
133,628Employee benefit expense


68,331



55,593Deferred rents


37,576



36,473Net operating loss carryforwards


20,859



21,968Capital loss carryforwards






4,974Reserves for closed stores


2,017



2,909Miscellaneous reserves and accruals


2,180



1,911Other


14,190



16,870Total deferred income tax assets


294,155



274,326Valuation allowance


(7,878
)


(13,553
)Deferred income tax assets, net of valuation allowance


286,277



260,773Deferred income tax liabilities:Property and equipment


(113,392
)


(109,864
)Inventory


(13,726
)


(9,874
)Other


(3,850
)


(3,807
)Total deferred income tax liabilities


(130,968
)


(123,545
)Net deferred income tax assets

$
155,309


$
137,228    F-18




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Unrecognized tax benefits, January 29, 2007

$
12,334Gross increases  tax positions related to the current
    year


1,115Gross settlements


(4,200
)Lapse of statute of limitations


(741
)Gross increases  foreign currency translation


316Balance at February 3, 2008

$
8,824          F-19




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 7 
    Earnings
    Per Common Share    Year EndedFebruary 3,


January 28,


January 29,2008


2007


2006(53 weeks)


(52 weeks)


(52 weeks)Weighted average shares outstanding  Basic


129,851



135,836



140,791Effect of dilutive securities:Stock options, ESPP and restricted stock


3,103



3,701



4,786Weighted average shares outstanding  Diluted


132,954



139,537



145,577     Note 8 
    Stockholders
    Equity  Share
    Purchase Programs
        Stockholder
    Rights Plan
   F-20




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Dividends
    DividendAmount per


Stockholders ofDate Declared

Share


Record Date


Date Paid2007:March 27, 2007

$
0.03



April 27, 2007



May 11, 2007June 20, 2007

$
0.03



July 27, 2007



August 10, 2007September 19, 2007

$
0.03



October 26, 2007



November 9, 2007December 13, 2007

$
0.03



February 1, 2008



February 15, 20082006:March 28, 2006

$
0.03



April 28, 2006



May 12, 2006June 22, 2006

$
0.03



July 28, 2006



August 11, 2006September 20, 2006

$
0.03



October 27, 2006



November 10, 2006December 12, 2006

$
0.03



January 26, 2007



February 9, 2007   Note 9 
    Employee
    Benefit Plans    Note 10 
    Financing
    Arrangements and Lease Obligations  Credit
    Facility and Letter of Credit Facility
    Restatement and Revisions of Accounting Research
    Bulletins,
   F-21




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Operating
    and Capital Leases
      Operating


CapitalLeases


Leases2008

$
241,455


$
77,0062009


254,891



83,9572010


244,999



84,8642011


237,316



86,1502012


221,969



87,167Thereafter


892,321



487,060Total minimum rental commitments

$
2,092,951



906,204Less: amounts representing interest






372,457Present value of minimum lease payments






533,747Less: current portion






24,982Long-term obligations





$
508,765    F-22




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008

$
4,0722009


3,8212010


3,6562011


3,6562012


2,950Thereafter


7,368$
25,523   Note 11 
    Litigation
    and Settlements  Litigation
  Sorenson v. PetSmart Enabnit v.
    PetSmart
  and/or
                (In re Pet Food Product
    Liability Litigation No. 07-2867).
 F-23




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Note 12 
    Commitments
    and Contingencies  Advertising
    Purchase Commitments
    Product
    Purchase Commitments
    Note 13 
    Stock
    Incentive Plans     F-24




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2005 (52 weeks)Weighted-AverageWeighted-Average


Remaining


AggregateShares


Exercise Price


Contractual Term


Intrinsic ValueOutstanding at beginning of year


11,030


$
13.48Granted


929


$
29.95Exercised


(2,514
)

$
10.82






$
45,630Forfeited/cancelled


(661
)

$
23.04Outstanding at end of year


8,784


$
15.27



6.21


$
92,504Vested and expected to vest at end of year


8,429


$
14.84



6.12


$
91,861Exercisable at end of year


6,128


$
11.56



5.39


$
84,113   2006 (52 weeks)Weighted-AverageWeighted-Average


Remaining


AggregateShares


Exercise Price


Contractual Term


Intrinsic ValueOutstanding at beginning of year


8,784


$
15.27Granted


1,014


$
24.33Exercised


(1,919
)

$
12.36






$
31,061Forfeited/cancelled


(552
)

$
25.19Outstanding at end of year


7,327


$
16.54



5.45


$
101,603Vested and expected to vest at end of year


7,024


$
16.15



5.39


$
100,180Exercisable at end of year


5,354


$
13.21



4.93


$
92,051   2007 (53 weeks)Weighted-AverageWeighted-Average


Remaining


AggregateShares


Exercise Price


Contractual Term


Intrinsic ValueOutstanding at beginning of year


7,327


$
16.54Granted


993


$
31.38Exercised


(1,665
)

$
14.23






$
30,623Forfeited/cancelled


(333
)

$
23.91Outstanding at end of year


6,322


$
19.10



4.80


$
42,282Vested and expected to vest at end of year


5,674


$
18.02



4.68


$
42,268Exercisable at end of year


4,613


$
15.53



4.41


$
42,250   Employee
    Stock Purchase Plan
   F-25




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007

2006

2005(53 weeks)

(52 weeks)

(52 weeks)Shares purchased


246



216



250Aggregate proceeds

$
5,368


$
4,334


$
5,255   Restricted
    Stock
      2007 (53 weeks)


2006 (52 weeks)


2005 (52 weeks)Weighted-Average





Weighted- Average





Weighted- AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueNonvested at beginning of year


2,380


$
24.33



1,800


$
24.41



1,066


$
20.02Granted


886


$
31.39



1,000


$
24.47



989


$
29.70Vested


(448
)

$
16.15



(7
)

$
25.66






$
Forfeited


(427
)

$
27.44



(413
)

$
25.01



(255
)

$
26.73Nonvested at end of year


2,391


$
27.92



2,380


$
24.33



1,800


$
24.41     Note 14 
    Stock-Based
    Compensation    2007


2006


2005(53 weeks)


(52 weeks)


(52 weeks)Stock options expense

$
3,408


$
8,625


$
11,424Restricted stock expense


13,196



9,384



9,834Employee stock purchase plan expense


1,729



1,311



1,140Total stock-based compensation cost

$
18,333


$
19,320


$
22,398Tax benefit

$
6,168


$
6,330


$
6,546    F-26




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2007


2006


2005(53 weeks)


(52 weeks)


(52 weeks)Dividend yield


0.42
%


0.48
%


0.45
%Expected volatility


32.0
%


34.6
%


35.1
%Risk-free interest rate


4.83
%


4.64
%


4.59
%Forfeiture rate


16.0
%


14.7
%


13.0
%Expected lives


5.2 years



4.6 years



6.9 yearsVesting periods


4 years



4 years



4 yearsTerm


7 years



7 years



10 yearsWeighted average fair value

$
10.86


$
8.63


$
11.97       2007


2006


2005(53 weeks)


(52 weeks)


(52 weeks)Dividend yield


0.37
%


0.48
%


0.47
%Expected volatility


22.2
%


29.3
%


29.7
%Risk-free interest rate


5.06
%


5.15
%


3.94
%Expected lives


0.5 years



0.5 years



0.5 years  F-27




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 15 
    Supplemental
    Schedule of Cash Flows    2007


2006


2005(53 weeks)


(52 weeks)


(52 weeks)Interest paid

$
50,812


$
37,913


$
28,804Income taxes paid, net of refunds

$
171,303


$
125,468


$
92,390Assets acquired using capital lease obligations

$
100,506


$
98,628


$
114,350Accruals and accounts payable for capital expenditures

$
27,560


$
32,903


$
29,469Dividends declared but unpaid

$
3,837


$
4,064


$
4,170   Note 16 
    Acquisition
    of Store Locations in Canada  Business Combinations,
    February 3, 2008Fair value of assets acquired

$
9,258Goodwill


27,705Total assets acquired


36,963Fair value of liabilities assumed


Net assets acquired

$
36,963   Note 17 
    Discontinuation
    of Equine Product Line      Accounting
    for the Impairment or Disposal of Long-Lived Assets,
 F-28




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 18 
    Selected
    Quarterly Financial Data (Unaudited)    First


Second


Third


FourthYear Ended February 3, 2008 (53 weeks)

Quarter(1,2)


Quarter(1,2)


Quarter(1,2)


Quarter(1,2,3)(13 weeks)


(13 weeks)


(14 weeks)(13 weeks)(In thousands, except per share data)Net sales

$
1,111,625


$
1,116,681


$
1,115,916


$
1,328,434Gross profit

$
338,479


$
346,323


$
331,529


$
420,490Operating income

$
76,585


$
84,736


$
59,609


$
130,583Income before income tax expense and equity in income from
    investee

$
163,123


$
76,004


$
46,863


$
116,203Net income

$
106,707


$
47,125


$
29,452


$
75,400Basic earning per common share

$
0.80


$
0.36


$
0.23


$
0.60Diluted earning per common share

$
0.78


$
0.35


$
0.23


$
0.59Dividends declared per common share

$
0.03


$
0.03


$
0.03


$
0.03Weighted average shares outstanding:Basic


133,316



132,262



127,431



126,134Diluted


136,672



135,514



130,528



128,867     (1)
    
    The first quarter of 2007 included a pre-tax gain of
    $95.4 million, which is reflected in income before income
    tax expense and equity in income from investee and an after-tax
    gain of $64.3 million which is reflected in net income for
    the sale of non-voting shares in MMIH. During the second quarter
    of 2007, a new agreement with MMIH was finalized which impacted
    license fees and utility reimbursements reflected in gross
    profit.(2)
    
    Our decision to exit our equine product line during the first
    quarter of 2007 impacted operating income for the full year as
    follows: $6.3 million in the first quarter,
    $3.6 million in the second quarter, $4.7 million in
    the third quarter, and $1.4 million in the fourth quarter.(3)
    
    The estimated impact of the additional week in the fourth
    quarter of 2007 was: net sales, $89.7 million; gross
    profit, $34.4 million; operating income,
    $16.0 million; income before income tax expense and equity
    in income from investee, $16.0 million; and net income,
    $9.8 million.  F-29




---



##### Table of Contents



PetSmart,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  First


Second


Third


FourthYear Ended January 28, 2007 (52 weeks)

Quarter


Quarter


Quarter


Quarter(13 weeks)


(13 weeks)


(13 weeks)(13 weeks)(In thousands, except per share data)Net sales

$
1,011,529


$
1,020,609


$
1,034,810


$
1,166,909Gross profit

$
310,080


$
304,847


$
308,609


$
384,234Operating income

$
74,679


$
61,980


$
56,462


$
128,713Income before income tax expense and equity in income from
    investee

$
67,946


$
52,660


$
49,543


$
119,968Net income

$
41,764


$
34,630


$
31,728


$
76,947Basic earning per common share

$
0.30


$
0.25


$
0.23


$
0.58Diluted earning per common share

$
0.30


$
0.25


$
0.23


$
0.56Dividends declared per common share

$
0.03


$
0.03


$
0.03


$
0.03Weighted average shares outstanding:Basic


137,449



137,667



135,041



133,188Diluted


141,088



141,237



138,714



136,928  F-30




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Form 10-K.
   
    A-1




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##### Table of Contents



SCHEDULE II  PetSmart,
    Inc. and Subsidiaries
  Valuation
    and Qualifying Accounts
  Balance at








Balance atBeginning


Charged to





End ofDescription

of Period


Expense


Deductions


Period(In thousands)Valuation reserves deducted in the Consolidated Balance Sheets
    from the asset to which it applies:Merchandise inventories:Lower of cost or market2005

$
1,283


$
8,347


$
(1,096
)

$
8,5342006

$
8,534


$
1,716


$
(1,107
)

$
9,1432007

$
9,143


$
1,117


$
(4,392
)

$
5,868Shrink2005

$
4,286


$
24,671


$
(23,226
)

$
5,7312006

$
5,731


$
25,881


$
(24,017
)

$
7,5952007

$
7,595


$
30,188


$
(30,359
)

$
7,424  A-2




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##### Table of Contents



APPENDIX E
  PetSmart,
    Inc.
  ANNUAL
    REPORT ON
    FORM 10-K
  EXHIBIT INDEX
  ExhibitNumber

Description of Document3
.1(1)

Restated Certificate of Incorporation of PetSmart3
.2(2)

Certificate of Amendment of Restated Certificate of
    Incorporation of PetSmart3
.3(3)

Form of Certificate of Designation of Series A Junior
    Participating Preferred Stock of PetSmart3
.4(6)

Bylaws of PetSmart, as amended4
.1

Reference is made to Exhibit 3.1 through 3.44
.2(5)

Form of Stock Certificate10
.1(7)

Form of Indemnity Agreement between PetSmart and its Directors
    and Officers10
.2(8)

2003 Equity Incentive Plan10
.3(9)

1996 Non-Employee Directors Equity Plan, as amended10
.4(10)

1997 Equity Incentive Plan, as amended10
.5*(11)

2002 Employee Stock Purchase Plan, as amended10
.6(12)

Form of Restricted Stock Bonuses10
.9(13)

Form of Promissory Note with executive officers10
.10(24)

Non-Qualified 2005 Deferred Compensation Plan, as amended10
.12(15)

Employment Agreement, between PetSmart and Philip L. Francis,
    Chairman of the Board of Directors and Chief Executive Officer10
.13(16)

Employment Agreement, between PetSmart and Robert F. Moran,
    President and Chief Operating Officer10
.14(31)

Offer Letter, between PetSmart and Timothy E. Kullman, Senior
    Vice President, Chief Financial Officer10
.15(17)

Form of Offer Letter between PetSmart and executive officers10
.16(18)

Amended and Restated Executive Change in Control and Severance
    Benefit Plan10
.17(19)

Forms of Stock Award Grant Agreements for the 2003 Equity
    Incentive Plan and 1997 Equity Incentive Plan10
.18(20)

Forms of Revised Stock Option Grant Agreements for the 2003
    Equity Incentive Plan and 1997 Equity Incentive Plan10
.19(21)

Forms of Revised Restricted Stock Grant Agreements for the 2003
    Equity Incentive Plan and 1997 Equity Incentive Plan10
.21(23)

2006 Equity Incentive Plan10
.22(25)

Form of Nonstatutory Stock Agreement for 2006 Equity Incentive
    Plan10
.23(26)

Form of Restricted Stock Agreement for 2006 Equity Incentive Plan10
.24(27)

Letter of Credit Agreement, dated June 30, 2006, between
    PetSmart, Inc. and Bank of America, N.A.10
.25(28)

Credit Agreement dated as of August 15, 2007 among PetSmart,
    Inc., PetSmart Store Support Group, Inc., the Lenders Party
    thereto, Bank of America, N.A., as issuing bank, administrative
    agent and collateral agent, and Banc of America Securities LLC,
    as sole arranger and sole bookrunner.10
.26(4)

Separation Agreement with Timothy E. Kullman, dated December 12,
    200610
.27(29)

Confirmation, dated August 15, 2007, with respect to an
    accelerated share repurchase transaction between PetSmart, Inc.
    and Lehman Brothers OTC Derivatives, Inc.10
.28(30)

Offer letter to Lawrence Chip Molloy dated August
    23, 2007 E-1




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##### Table of Contents



ExhibitNumber

Description of Document23
.1*

Consent of Deloitte & Touche LLP, Independent Registered
    Public Accounting Firm31
.1*

Certification of Chief Executive Officer as required by Rule
    13a-14(a) of the Securities Exchange Act of 1934, as amended31
.2*

Certification of Chief Financial Officer as required by Rule
    13a-14(a) of the Securities Exchange Act of 1934, as amended32
.1(22)

Certification of Chief Executive Officer as required by Rule
    13a-14(b) of the Securities Exchange Act of 1934, as amended32
.2(22)

Certification of Chief Financial Officer as required by Rule
    13a-14(b) of the Securities Exchange Act of 1934, as amended     *
    
    Filed herewith.
    
    Compensation plans or arrangements in which directors or
    executive officers are eligible to participate.(1)
    
    Incorporated by reference to Exhibit 3.3(i) to
    PetSmarts Registration Statement on
    Form S-1
    (File
    No. 33-63912),
    filed on June 4, 1993, as amended.(2)
    
    Incorporated by reference to Exhibit 3.1 to PetSmarts
    Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed September 10, 1996.(3)
    
    Incorporated by reference to Exhibit 99.3 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on August 21, 1997.(4)
    
    Incorporated by reference to Exhibit 10.23 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on December 15, 2006.(5)
    
    Incorporated by reference to Exhibit 4.4 to PetSmarts
    Registration Statement on
    Form S-1
    (File
    No. 33-63912),
    filed on June 4, 1993, as amended.(6)
    
    Incorporated by reference to Exhibit 3.4 to PetSmarts
    Annual Report on
    Form 10-K
    for the fiscal year ended January 28, 2007 (File
    No. 0-21888),
    filed on March 28, 2007.(7)
    
    Incorporated by reference to Exhibit 10.1 to
    PetSmarts Registration Statement on
    Form S-1
    (File
    No. 33-63912),
    filed on June 4, 1993, as amended.(8)
    
    Incorporated by reference to Exhibit B to PetSmarts
    Proxy Statement (File
    No. 0-21888),
    filed on May 12, 2003.(9)
    
    Incorporated by reference to Exhibit 10.5 to
    PetSmarts Registration Statement on
    Form S-8
    (File
    No. 333-58605),
    filed on July 7, 1998.(10)
    
    Incorporated by reference to Exhibit 10.4 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended February 2, 2003 (File
    No. 0-21888),
    filed on April 18, 2003.(11)
    
    Incorporated by reference to Exhibit 99.1 to
    PetSmarts Registration Statement on
    Form S-8
    (File
    No. 333-92160),
    filed on July 10, 2002; as amended and filed herewith.(12)
    
    Incorporated by reference to Exhibit 99.1 to
    PetSmarts Registration Statement on
    Form S-8
    (File
    No. 333-52417),
    filed on May 12, 1998.(13)
    
    Incorporated by reference to Exhibit 10.9 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended February 3, 2002 (File
    No. 0-21888),
    filed on April 15, 2002.(14)
    
    Incorporated by reference to the attachment to PetSmarts
    Proxy Statement for its Annual Meeting of Stockholders held
    June 20, 2007, filed with the Securities and Exchange
    Commission on May 7, 2007.(15)
    
    Incorporated by reference to Exhibit 10.12 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended February 2, 2003 (File
    No. 0-21888),
    filed on April 18, 2003.(16)
    
    Incorporated by reference to Exhibit 10.13 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended February 2, 2003 (File
    No. 0-21888),
    filed on April 18, 2003.(17)
    
    Incorporated by reference to Exhibit 10.15 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended February 2, 2003 (File
    No. 0-21888),
    filed on April 18, 2003. E-2




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##### Table of Contents



(18)
    
    Incorporated by reference to Exhibit 10.16 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on December 15, 2006.(19)
    
    Incorporated by reference to Exhibit 10.17 to
    PetSmarts Quarterly Report on
    Form 10-Q
    for the twenty-six weeks ended August 1, 2004 (File
    No. 0-21888)
    filed on September 8, 2004.(20)
    
    Incorporated by reference to Exhibit 10.20 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on February 3, 2006.(21)
    
    Incorporated by reference to Exhibit 10.19 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed February 7, 2005.(22)
    
    The certifications attached as Exhibit 32.1 and
    Exhibit 32.2 accompany this Annual Report on
    Form 10-K,
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    PetSmart, Inc., under the Securities Act of 1933, as amended, or
    the Securities Exchange Act of 1934, as amended, whether made
    before or after the date of this Annual Report on
    Form 10-K,
    irrespective of any general incorporation language contained in
    such filing.(23)
    
    Incorporated by reference to Exhibit 10.21 to
    PetSmarts Annual Report on
    Form 10-K
    for the fiscal year ended January 28, 2007 (File
    No. 0-21888),
    filed on March 28, 2007.(24)
    
    Incorporated by reference to Exhibit 10.10 to
    PetSmarts Quarterly Report on
    Form 10-Q
    for the thirteen weeks ended October 28, 2007 (File
    No. 0-21888),
    filed on November 30, 2007.(25)
    
    Incorporated by reference to Exhibit 10.2 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on June 28, 2006.(26)
    
    Incorporated by reference to Exhibit 10.3 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on June 28, 2006.(27)
    
    Incorporated by reference to Exhibit 10.21 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on July 3, 2006.(28)
    
    Incorporated by reference to Exhibit 10.2 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on August 17, 2007.(29)
    
    Incorporated by reference to Exhibit 10.1 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on August 17, 2007.(30)
    
    Incorporated by reference to the Exhibit 10.27 to
    PetSmarts Current Report on
    Form 8-K
    (File
    No. 0-21888),
    filed on September 7, 2007.(31)
    
    Incorporated by reference to the Exhibit 10.11 to
    PetSmarts Quarterly Report on
    Form 10-Q
    for the thirteen weeks ended August 4, 2002. (File
    No. 0-21888),
    filed on September 18, 2002. E-3