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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K



ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: January 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number: 000-51300

ZUMIEZ INC.(Exact name of Registrant as specified in its charter)

Washington(State or other jurisdiction of
incorporation or organization)

91-1040022(IRS Employer
Identification No.)6300 Merrill Creek Parkway, Suite B,
Everett, Washington(Address of principal executive offices)

98203(Zip Code)


Registrant's telephone number, including area code:(425) 551-1500

Securities registered under Section 12(b) of the Act:Common Stock

Name of each exchange on which registered:The NASDAQ Global Select Market

Securities registered under Section 12(g) of the Act:None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the last ninety days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or 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.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of the last business day of the second fiscal quarter, August 2, 2008, the aggregate market value of the Registrant's voting and non-voting
stock held by non-affiliates of the Registrant was approximately $292,158,083 using the closing sales price on that day of $14.90.

As
of March 23, 2009, there were 29,933,905 shares of the Registrant's common stock outstanding.



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DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report is incorporated by reference from the Registrant's definitive proxy
statement, relating to the Annual Meeting of Shareholders scheduled to be held May 27, 2009, which definitive proxy statement will be filed not later than 120 days after the end of the
fiscal year to which this report relates.

ZUMIEZ INC.    FORM 10-K    PART I.

This Form 10-K contains forward-looking statements. These statements relate to our expectations for future events
and future financial performance. Generally, the words "anticipate," "expect," "intend" and similar expressions identify forward-looking statements.
Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. These statements
are only predictions. Actual events or results may differ materially. Factors which could affect our financial results are described in Item 1A below and in Item 7 of Part II of
this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person
assume responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform
such statements to actual results or to changes in our expectations.

Comment regarding our fiscal year end: The Company's fiscal year is based on a 52/53-week year ending on the Saturday closest to January 31.
This change first became effective for fiscal year 2003, which ended on January 31, 2004.

"Zumiez," the "Company," "we," "us," "our" and similar references refer to Zumiez Inc. and our wholly-owned subsidiary Zumiez
Nevada, LLC.

Item 1.    BUSINESS

We are a mall based specialty retailer of action sports related apparel, footwear, equipment and accessories operating under the Zumiez
brand name. As of January 31, 2009 we operated 343 stores primarily located in shopping malls, giving us a presence in 31 states. We were founded in 1978 by Thomas D. Campion, our Chairman. Our
current Chief Executive Officer, Richard M. Brooks joined us as Chief Financial Officer in 1993. Our stores cater to young men and women between the ages of 12 and 24 who seek popular brands
representing a lifestyle centered on activities that include skateboarding, surfing, snowboarding, BMX and motocross. We support the action sports lifestyle and promote our brand through a
multi-faceted marketing approach that is designed to integrate our brand image with our customers' activities and interests. This approach, combined with our differentiated merchandising strategy,
store design, comprehensive training programs and passionate employees, allows us to provide an experience for our customers that we believe is consistent with their attitudes, fashion tastes and
identities and is otherwise unavailable in most malls.

Our
stores bring the look and feel of an independent specialty shop to the mall by emphasizing the action sports lifestyle through a distinctive store environment and
high-energy sales personnel. We seek to staff our stores with store associates who are knowledgeable users of our products, which we believe provides our customers with enhanced customer
service and supplements our ability to identify and react quickly to emerging trends and fashions. We design our stores to appeal to teenagers and young adults and to serve as a destination for our
customers. Most of our stores, which average approximately

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2,900
square feet, feature couches and action sports oriented video game stations that are intended to encourage our customers to shop for longer periods of time and to interact with each other and
our store associates. To increase customer traffic, we generally locate our stores near busy areas of the mall such as food courts, movie theaters, music or game stores and other popular teen
retailers. We believe that our distinctive store concept and compelling store economics will provide continued opportunities for growth in both new and existing markets.

We
believe that our customers desire merchandise and fashion that is rooted in the action sports lifestyle and reflects their individuality. We strive to keep our merchandising mix fresh
by continuously introducing new brands and styles and categories of product. Our focus on a diverse collection of brands allows us to quickly adjust to changing fashion trends. We believe that our
strategic mix of both apparel and hardgoods, including skateboards, snowboards, bindings, components and other equipment, allows us to strengthen the potential of the brands we sell and helps to
affirm our credibility with our customers. In addition, we supplement our stores with a select offering of private label apparel and products as a value proposition that we believe complements our
overall merchandise selection.

Over
our 30-year history, we have developed a corporate culture based on a passion for the action sports lifestyle. Our management philosophy emphasizes an integrated
combination of results measurement, training and incentive programs, all designed to drive sales productivity at the individual store associate level. We empower our store managers to make store-level
business decisions and consistently reward their success. We seek to enhance the productivity of our employees and encourage their advancement by offering comprehensive in-store, regional
and national training programs, which we refer to collectively as "Zumiez University." We have:



Competitive Strengths

We believe that the following competitive strengths differentiate us from our competitors and are critical to our continuing success.

Attractive Lifestyle Retailing Concept.We target a large population of 12 to 24 year olds, many of whom we believe are attracted
to the
action sports lifestyle and desire to promote their personal independence and style through the apparel, shoes and accessories they wear and the equipment they use. We believe that action sports are a
permanent and growing aspect of youth culture, reaching not only consumers that actually participate in action sports, but also those who seek brands and styles that fit a desired action sports image.
We believe we have developed a brand image that our customers view as consistent with their attitudes, fashion tastes and identity that should allow us to benefit in our market.

Differentiated Merchandising Strategy.We have created a highly differentiated retailing concept by offering an extensive selection of
current and
relevant action sports brands encompassing apparel, footwear, equipment and accessories. The breadth of merchandise offered at our stores exceeds that offered by many other action sports specialty
stores and includes some brands and products that are

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available
within many malls only at our stores. The action sports lifestyle includes activities that are popular at different times throughout the year, providing us the opportunity to shift our
merchandise selection seasonally. Many of our customers desire to update their wardrobes and equipment as fashion trends evolve or the action sports season dictates. We believe that our ability to
quickly recognize changing brand and style preferences and transition our merchandise offerings allows us to continually provide a compelling offering to our customers.

Deep-rooted Corporate Culture.Our culture and brand image enable us to successfully attract and retain high quality employees who are
passionate and knowledgeable about the products we sell. We place great emphasis on customer service and satisfaction, and we have made this a defining feature of our corporate culture. To preserve
our culture, we strive to promote store managers from within and they are given extensive responsibility for most aspects of store level management. We provide these managers with the knowledge and
tools to succeed through our comprehensive training programs and the flexibility to manage their stores to meet localized customer demand.

Distinctive Store Experience.We strive to provide a convenient shopping environment that is appealing and clearly communicates our
distinct brand
image. Our stores are designed to reflect an "organized chaos" that we believe is consistent with many teenagers' and young adults' lifestyles. We seek to attract knowledgeable store associates who
identify with the action sports lifestyle and are able to offer superior customer service, advice and product expertise. To further enhance our customers' experience, most of our stores feature areas
with couches and action sports oriented video game stations that are intended to encourage our customers to shop for longer periods of time, to interact with each other and our store associates in a
familiar and comfortable setting and to visit our stores more frequently. We believe that our distinctive store environment enhances our image as a leading source for apparel and equipment for the
action sports lifestyle.

Disciplined Operating Philosophy.We have an experienced senior management team. Our management team has built a strong operating
foundation based on
sound retail principles that underlie our unique culture. Our philosophy emphasizes an integrated combination of results measurement, training and incentive programs, all designed to drive sales
productivity down to the individual store associate level. Our comprehensive training programs are designed to provide our home office staff, managers and
store associates with enhanced product knowledge, selling skills and operational expertise. We believe that our merchandising team's immersion in the actions sports lifestyle, supplemented with
feedback from our customers, store associates and managers, allows us to consistently identify and react to emerging fashion trends. We believe that this, combined with our inventory planning and
allocation processes and systems, helps us mitigate markdown risk.

High-Impact, Integrated Marketing Approach.We seek to build relationships with our customers through a multi-faceted marketing
approach
that is designed to integrate our brand image with the action sports lifestyle. Our marketing efforts focus on reaching our customers in their environment and feature extensive grassroots marketing
events, such as the Zumiez Couch Tour, which is a series of interactive sports, music and lifestyle events held at various locations throughout the United States. Our marketing efforts also
incorporate local sporting and music event promotions, advertising in magazines popular with our target market, interactive contest sponsorships that actively involve our customers with our brands and
products. Events and activities such as these provide opportunities for our customers to develop a strong identity with our culture and brand. We believe that our immersion in the action sports
lifestyle allows us to build credibility with our customers and gather valuable feedback on evolving customer preferences.

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Growth Strategy

We intend to expand our presence as a leading action sports lifestyle retailer by:

Opening New Store Locations.We believe that the action sports lifestyle has national appeal that provides store expansion
opportunities throughout
the country. Since the end of fiscal 2004 through the year ended January 31, 2009 (fiscal 2008) we have opened or acquired 205 new stores, consisting of 35 new stores in fiscal 2005, 42
new stores in fiscal 2006, and 50 new stores in fiscal 2007, and 58 stores in fiscal 2008. We also acquired 100% of the ownership of 20 stores (17 in Texas, 2 in Oklahoma and 1 in
California) from Action Concepts Fast Forward, Ltd. (a limited partnership) ("Fast Forward"), an apparel and accessory retail sales company. We have successfully opened stores in diverse
markets throughout the United States, which we believe demonstrates the portability and growth potential of our concept. We plan to open approximately 37 stores in fiscal 2009, including stores in our
existing markets and in new markets, to take advantage of what we believe to be a compelling economic store
model. Unlike previous years, the number of anticipated store openings may increase or decrease due to market conditions.

Continuing to Generate Sales Growth through Improved Store Level Productivity.We seek to maximize our comparable store sales and net
sales per
square foot by maintaining consistent store-level execution and offering our customers a broad and relevant selection of action sports brands and products. We also intend to continue to expand our
brand awareness in an effort to maintain high levels of customer traffic.

Enhancing our Brand Awareness through Continued Marketing and Promotion.We believe that a key component of our success is the brand
exposure that we
receive from our marketing events, promotions and activities that embody the action sports lifestyle. These are designed to assist us in increasing brand awareness in our existing markets and
expanding into new markets by strengthening our connection with our target customer base. We believe that our marketing efforts have also been successful in generating and promoting interest in our
product offerings. In addition, we use our ecommerce presence, designed to convey our passion for the action sports lifestyle, to increase our brand awareness. We plan to continue to expand our
integrated marketing efforts by promoting more events and activities in our existing and new markets.

The Action Sports Market

We believe that action sports are a permanent and growing aspect of youth culture, reaching not only consumers that actually
participate in action sports, but also those who seek brands and styles that fit a desired action sports image. We believe that teens enjoy shopping in malls and purchasing clothing and
fashion-related merchandise.

Merchandising and Purchasing

Merchandising.Our goal is to be viewed by our customers, both young men and young women, as the
definitive source of merchandise for the action sports lifestyle. We believe that the breadth of merchandise offered at our stores, which includes apparel, footwear, equipment and accessories, exceeds
that offered by many other action sports specialty stores at a single location, and makes our stores a single-stop purchase destination for our target customers. Our apparel offerings
include tops, bottoms, outerwear and accessories such as caps, bags and backpacks, belts and sunglasses. Our footwear offerings primarily consist of action sports related athletic shoes and sandals.
Our equipment offerings, or hardgoods, include skateboards, snowboards and ancillary gear such as boots and bindings. We also offer a selection of other items, such as miscellaneous novelties and
DVDs.

We
seek to identify action sports oriented fashion trends as they develop and to respond in a timely manner with a relevant in-store product assortment. We strive to keep our
merchandising mix

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fresh
by continuously introducing new brands or styles in response to the evolving desires of our customers. We also take advantage of the change in action sports seasons during the year to maintain
an updated product selection. Our merchandise mix may vary by region, reflecting the specific action sports preferences and seasons in different parts of the country.

We
believe that offering an extensive selection of current and relevant brands used and sometimes developed by professional action sports athletes is integral to our overall success. No
single brand accounted for more than 6.6% and 6.9% of our net sales in fiscal 2007 and fiscal 2008, respectively. We believe that our strategic mix of both apparel and hardgoods, including
skateboards, snowboards, bindings, components and other equipment, allows us to strengthen the potential of the brands we sell and affirms our credibility with our customers.

We
believe that our ability to maintain an image consistent with the action sports lifestyle is important to our key vendors. Given our scale and market position, we believe that many of
our key vendors view us as an important retail partner. This position helps ensure our ability to procure a relevant product assortment and quickly respond to the changing fashion interests of our
customers. Additionally, we believe we are presented with a greater variety of products and styles by some of our vendors, as well as certain specially designed items that are only distributed to our
stores.

We
supplement our merchandise assortment with a select offering of private label products across many of our apparel product categories. Our private label products complement the branded
products we sell, and allow us to cater to the more value-oriented customer. For fiscal, 2006, 2007, and 2008 our private label merchandise represented approximately, 14.3%, 15.4% and 15.0%
respectively, of our net sales.

Purchasing.Our merchandising staff consists of a general merchandising manager, planning staff and a staff of buyers and assistant
buyers. Our
purchasing approach focuses on quality, speed and cost in order to provide timely delivery of merchandise to our stores. We have developed a disciplined approach to buying and a dynamic inventory
planning and allocation process to support our merchandise strategy. We utilize a broad vendor base that allows us to shift our merchandise purchases as required to react quickly to changing market
conditions. We manage the purchasing and allocation process by reviewing branded merchandise lines from new and existing vendors, identifying emerging fashion trends and selecting branded merchandise
styles in quantities, colors and sizes to meet inventory levels established by management. We also coordinate inventory levels in connection with our promotions and seasonality. Our management
information systems provide us with current inventory levels at each store and for our company as a whole, as well as current selling history within each store by merchandise classification and by
style. We purchase most of our branded merchandise from domestic vendors.

Our
merchandising staff remains in tune with the action sports culture by participating in action sports, attending relevant events and concerts, watching action sports related
programming and reading action sports publications. In order to identify evolving trends and fashion preferences, our staff spends considerable time analyzing sales data by category and brand down to
the stock keeping unit, or "SKU" (an identification used for inventory tracking purposes) level, gathering feedback from our stores and customers, shopping in key markets and soliciting input from our
vendors. As part of our feedback collection process, our merchandise team receives merchandise requests from both customers and store associates and meets with our store managers two to three times
per year to discuss current customer trends.

We
source our private label merchandise from foreign manufacturers around the world. We have cultivated our private brand sources with a view towards high quality merchandise, production
reliability and consistency of fit. We believe that our knowledge of fabric and production costs combined with a flexible sourcing base enables us to source high-quality private label
goods at favorable costs.

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Distribution and Fulfillment

Timely and efficient distribution of merchandise to our stores is an important component of our overall business strategy. We process
the vast majority of our merchandise through our distribution center in Everett, Washington. At this facility, merchandise is inspected,
allocated to stores, ticketed when necessary, and boxed for distribution to our stores or segregated in our ecommerce fulfillment area for delivery to our ecommerce customers. A significant percentage
of our merchandise is currently pre-ticketed by our vendors, which allows us to ship merchandise more quickly, reduces labor costs and enhances our inventory management. We continue to
work with our vendors to increase the percentage of pre-ticketed merchandise. Each store is typically shipped merchandise five times a week, providing our stores with a steady flow of new
merchandise. We currently use United Parcel Service to ship the majority of our merchandise to our stores. We believe our current distribution infrastructure is sufficient to accommodate our expected
store growth and expanded product offerings over the next several years.

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Stores

As of January 31, 2009 we operated 343 stores with an average of approximately 2,900 square feet per store in 31 states. All of
our stores are leased and substantially all are located in shopping malls of different types. All references in this Annual Report on Form 10-K to square footage of our stores
refers to gross square footage, including retail selling, storage and back-office space.

The
following store list shows the number of stores we operated in each state as of January 31, 2009:

State

Number of
Stores

Percent of
Total StoresAlaska


3


0.9%Arizona


12


3.5%California


69


20.1%Colorado


17


5.0%Connecticut


6


1.7%Delaware


1


0.3%Florida


16


4.7%Hawaii


1


0.3%Iowa


1


0.3%Idaho


6


1.7%Illinois


14


4.1%Indiana


6


1.7%Maine


2


0.6%Maryland


7


2.0%Minnesota


11


3.2%Montana


4


1.2%New Jersey


15


4.4%Nevada


8


2.3%New Mexico


5


1.5%New York


31


9.0%Oklahoma


2


0.6%Oregon


12


3.5%Pennsylvania


14


4.1%Rhode Island


1


0.3%South Dakota


1


0.3%Texas


31


9.0%Utah


12


3.5%Virginia


2


0.6%Washington


23


6.7%Wisconsin


8


2.3%Wyoming


2


0.6%Total Number of Stores


343


100.0%


As
of January 31, 2009 approximately 78.1% of our stores had been opened or remodeled within the previous five years. The following table shows the number of stores (excluding
temporary stores that we operate from time to time for special events) opened and closed in each of our last five fiscal

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years
including 20 stores acquired in the fiscal 2006 Fast Forward acquisition (we closed one Fast Forward store in fiscal 2006):

Fiscal Year

Stores
Opened

Stores
Acquired

Stores
Closed

Total Number
of Stores
End of Year2004


27








1402005


35





1


1742006


42


20


1


2352007


50








2852008


58








343


Store Design and Environment.We design our stores to create a distinctive and engaging shopping environment that we believe resonates
with our
customers and reflects an "organized chaos" that is consistent with many teenagers' and young adults' lifestyles. Our stores feature an industrial look with concrete floors and open ceilings, dense
merchandise displays, action sports focused posters and signage and popular music, all of which are consistent with the look and feel of an independent action sports specialty shop. Most of our stores
have couches and action sports oriented video game stations that are intended to encourage our customers to shop for longer periods of time, to interact with each other and our store associates and to
visit our stores more frequently. Our stores are constructed and finished to allow us to efficiently shift merchandise displays throughout the year as the action sports season dictates. To further
enhance our customers' experience, we seek to attract enthusiastic store associates who are knowledgeable about our products and are able to offer superior customer service and expertise. We believe
that our store atmosphere enhances our image as a leading provider of action sports lifestyle merchandise.

As
of January 31, 2009 our stores averaged approximately 2,900 square feet. In recent years we have been opening new stores that averaged approximately 3,000 square feet, slightly
larger than our historical average size. These larger stores were intended to allow us to offer an expanded merchandise selection while maintaining our distinctive store environment. In fiscal 2009,
we plan on opening new stores with average square footage closer to the 2,900 square foot average of our stores currently open. New stores size is determined by our expected sales volume; for
instance, if we project higher sales, we
generally try to build larger stores and, conversely, if we believe stores will be lower volume stores we generally try to build smaller stores.

Expansion Opportunities and Site Selection.Since the end of fiscal 2004, we have opened 205 stores, including 20 acquired in fiscal
2006 through the
Fast Forward acquisition, to enhance our position in existing markets, to enter into new markets, to build our brand awareness and to capitalize on our successful store model. We plan to open
approximately 37 new stores in fiscal 2009 and to continue to open a significant number of new stores in future years. Unlike previous years, the number of anticipated store openings in fiscal 2009
may increase or decrease due to market conditions. We have opened or acquired, on average, approximately twenty-five percent new stores over each of the last five years. As we look to
fiscal 2009 and beyond, we will likely slow this rate of growth until we see the macroeconomic environment improve. We plan to open new stores in both existing and new markets.

In
selecting a location for a new store, we target high-traffic mall space with suitable demographics and favorable lease terms. We seek locations near busy areas of the mall
such as food courts, movie theaters, music or game stores and other popular teen retailers. We generally locate our stores in malls in which other teen-oriented retailers have performed
well. We also focus on evaluating the market and mall-specific competitive environment for potential new store locations. We seek to diversify our store locations regionally and by caliber
of mall. We have currently identified a significant number of potential sites for new stores in malls with appropriate market characteristics.

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We
have successfully and consistently implemented our store concept across a variety of mall classifications and geographic locations. Our 50 new stores opened during fiscal 2007,
generated average net sales of approximately $1.0 million per store during their first full year of operation. On average, our net capital investment to open the 50 new stores in fiscal 2007
was approximately $330,000 per store, which includes capital expenditures, net of landlord contributions. We opened 58 new stores in fiscal 2008 with an average net capital investment of approximately
$311,000 per store, which includes capital expenditures, net of landlord contributions. In addition to capital investments, we make working capital investments consisting primarily of merchandise
inventory. However, our capital investment, net of landlord contributions, to open new stores and net sales generated by new stores vary significantly and depend on a number of factors, including the
geographic location, type of mall and size of those stores. Accordingly, net sales and other operating results for stores that we open or have opened subsequent to the end of fiscal 2008, as well as
our net capital investment to open those stores, may differ substantially from net sales and other operating results and our net capital investment for the stores we opened in prior years.

Store Management, Operations and Training.We believe that our success is dependent in part on our ability to attract, train, retain
and motivate
qualified employees at all levels of our organization. We have developed a corporate culture that we believe empowers the individual store managers to make store-level business decisions and
consistently rewards their success. We are committed to improving the skills and careers of our workforce and providing advancement opportunities for employees, as evidenced by a significant number of
our store managers that began their careers with us as store associates.

Our
store operations are currently organized into regions and districts. Each region is managed by a regional manager, responsible for approximately 50 stores. We employ one district
sales manager per district, responsible for the sales and operations of approximately 9 stores. Each of our stores is typically staffed with one store manager, one or more assistant managers and two
or more store associates, depending on the season. The number of store associates we employ generally increases during peak selling seasons, particularly the back-to-school and
the winter holiday seasons, and will increase to the extent that we open new stores.

We
believe we provide our managers with the knowledge and tools to succeed through our comprehensive training programs and the flexibility to manage their stores to meet customer
demands. While general guidelines for our merchandise assortments, store layouts and in-store visuals are provided by our home office, we give our store managers and district managers
substantial discretion to tailor their stores to the individual market and empower them to make store-level business decisions. We design group training programs for our managers, such as our "Zumiez
Managers Retreat," and "Rocktember," to improve both operational expertise and supervisory skills. Our comprehensive training programs are offered at the store, regional and national levels. Our
programs allow managers from all geographic locations to interact with each other and exchange ideas to better operate stores. Our regional, district and store managers are compensated in part based
on the sales volume of the store or stores they manage.

Our
store associates generally have an interest in the action sports lifestyle and are knowledgeable about our products. Through our training, evaluation and incentive programs, we seek
to enhance the productivity of our store associates. Our store associates receive extensive training from their managers to improve their product expertise and selling skills. We evaluate our store
associates weekly on measures such as sales per hour, items per transaction and dollars per transaction to ensure consistent productivity, to reward top performers, and to identify potential training
opportunities. We provide sales incentives for store associates such as sales-based commissions in addition to hourly wages and our annual "Zumiez 100K" event, which recognizes outstanding sales
performance in a resort setting that combines recreation and education. These and other incentive programs are designed to promote a

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competitive,
yet fun, corporate culture that is consistent with the action sports lifestyle we seek to promote.

Ecommerce Operations.Our website provides current information on our upcoming events and promotions, store locations and merchandise
selection. We
also sell products directly through our website, although ecommerce sales currently comprise a small portion of our overall net sales. In fiscal years 2006, 2007, and 2008 ecommerce sales represented
0.8%, 1.1% and 1.5% of our total net sales. With respect to the freight component of our ecommerce sales, we arrange and pay the freight for our customers and bill them for this service unless the
customer chooses to have their product shipped to one of our stores, in which case shipping is free. Such amounts billed are included in revenue and the related freight cost is charged to cost of
goods sold.

Marketing and Advertising

We seek to reach our target customer audience through a multi-faceted marketing approach that is designed to integrate our brand image
with the action sports lifestyle. Our marketing efforts focus on reaching our customers in their environment, and feature extensive grassroots marketing events, such as the Zumiez Couch Tour, which
give our customers an opportunity to experience and participate in the action sports lifestyle.

Our
marketing efforts also incorporate local sporting and music event promotions, advertising in magazines popular with our target market such as Transworld Snowboarding and Transworld
Skateboarding, interactive contest sponsorships that actively involve our customers with our brands and products. We believe that our immersion in the action sports lifestyle allows us to build
credibility with our target audience and gather valuable feedback on evolving customer preferences.

Our
grassroots marketing events are built around the demographics of our customer base and offer an opportunity for our customers to develop a strong identity with our brand and culture.
For example, the Zumiez Couch Tour is a series of entertainment events that includes skateboarding demonstrations from top professionals, autograph sessions, competitions and live music, and has
featured some of today's most popular teenage personalities in action sports and music. The Zumiez Couch Tour provides a high-impact platform where customers can interact with some of
their favorite action sports athletes and vendors can showcase new products. In 2008 our Zumiez Couch Tour completed a twelve city tour across the United States.

Advertising
expense was approximately, $651,000 $748,000 and $763,000 in fiscal 2006, 2007 and 2008, respectively.

Management Information Systems

Our management information systems provide integration of store, merchandising, distribution, financial and human resources functions.
We use software licensed from ANT USA for merchandise planning and software licensed from Epicor CRS, that is used for SKU and classification inventory tracking, purchase order management, merchandise
distribution, automated ticket making and sales audit functions. Our financial systems are licensed from SAGE and are used for general ledger, accounts payable, payroll, budgeting, financial reporting
and asset management.

Sales
are updated daily in our merchandising reporting systems by polling sales information from each store's point-of-sale, or "POS," terminals. Our POS system
consists of registers providing processing of retail transactions, price look-up, time and attendance and e-mail. Sales information, inventory tracking and payroll hours are
uploaded to our central host system. The host system downloads price changes, performs system maintenance and provides software updates to the stores through automated nightly two-way
electronic communication with each store. We evaluate information

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obtained
through nightly polling to implement merchandising decisions, including product purchasing/reorders, markdowns and allocation of merchandise on a daily basis.

In
addition to our home office staff, each of our regional and district managers can access relevant business information, including current and historical sales by store, district and
region, transaction information and payroll data.

Competition

The teenage and young adult retail apparel, hardgoods and accessories industry is highly competitive. We compete with other retailers
for vendors, teenage and young adult customers, suitable store locations and qualified store associates and management personnel. In the softgoods markets, which includes apparel, accessories and
footwear, we currently compete with other teenage-focused retailers such as Abercrombie & Fitch Co., Aeropostale, Inc., American Eagle Outfitters, Inc., Anchor Blue
Clothing Company, Forever 21, Inc., Hollister Co., Hot Topic, Inc., Old Navy, Inc., Pacific Sunwear of California, Inc., The Buckle, Inc., The Wet
Seal, Inc. and Urban Outfitters, Inc. In addition, in the softgoods markets we compete with independent specialty shops, department stores and direct marketers that sell similar lines of
merchandise and target customers through catalogs and ecommerce. In the hardgoods markets, which includes skateboards, snowboards,
bindings, components and other equipment, we compete directly or indirectly with the following categories of companies: other specialty retailers that compete with us across a significant portion of
our merchandising categories, such as local snowboard and skate shops; large-format sporting goods stores and chains, such as Big 5 Sporting Goods Corporation, Dick's Sporting Goods, Inc.,
Sport Chalet, Inc. and The Sports Authority Inc., and ecommerce retailers.

Competition
in our sector is based on, among other things, merchandise offerings, store location, price and the ability to identify with the customer. We believe that we compete
favorably with many of our competitors based on our differentiated merchandising strategy, compelling store environment and deep-rooted culture. However, some of our competitors are larger
than we are and have substantially greater financial, marketing and other resources than we do. See "Item 1A Risk Factors." We may be unable to compete favorably in the highly competitive
retail industry, and if we lose customers to our competitors, our sales could decrease."

Seasonality

Historically, our operations have been seasonal, with the largest portion of net sales and net income occurring in the third and fourth
fiscal quarters, reflecting increased demand during the back-to-school and yearend holiday selling seasons. During fiscal 2008, approximately 58% of our net sales and 76% of
our net income occurred in the third and fourth quarters. As a result of this seasonality, any factors negatively affecting us during the last half of the year, including unfavorable economic
conditions, adverse weather or our ability to acquire seasonal merchandise inventory, could have a material adverse effect on our financial condition and results of operations for the entire year. Our
quarterly results of operations may also fluctuate based upon such factors as the timing of certain holiday seasons, the popularity of seasonal merchandise offered, the timing and amount of markdowns,
store remodels and closings, competitive influences, and the number and timing of new store openings.

Trademarks

"Zumiez," "Free World," "Alab," "Tricycle," "Alibi," "Fast Forward," and "Empyre" are among our trademarks registered with the United
States Patent and Trademark Office. We regard our trademarks as valuable and intend to maintain such marks and any related registrations. We currently have trademarks pending for
the"Rälik," "Aperture," "Couch Tour," and "Zumiez Couch Tour" marks. We are not aware of any claims of infringement or other challenges to our right to use our marks in

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the
United States. We vigorously protect our trademarks. We also own numerous domain names which have been registered with Corporation for Assigned Names and Numbers.

Employees

As of January 31, 2009 we employed approximately 1,650 full-time and approximately 2,000 part-time
employees, of which approximately 350 were employed at our home office and approximately 3,300 at our store locations. However, the number of part-time employees fluctuates depending on
our seasonal needs and, in fiscal 2008, varied from between approximately 1,800 and 3,400 part-time employees. None of our employees are represented by a labor union and we believe
generally that our relationship with our employees is good.

Our
principal website address iswww.zumiez.com. We make available, free of charge, our proxy statement, annual report to shareholders,
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as
reasonably practicable after such material is electronically filed with or furnished to the SEC athttp://ir.zumiez.com. Information available on our
website is not incorporated by reference in and is not deemed a part of this Form 10-K.

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Item 1A.    RISK FACTORS

Investing in our securities involves a high degree of risk. The following risk factors, issues and
uncertainties should be considered in evaluating our future prospects. In particular, keep these risk factors in mind when you read "forward-looking" statements elsewhere in this report. Forward-
looking statements relate to our expectations for future events and time periods. Generally, the words "anticipate," "believe," "expect," "intend" and similar expressions identify forward-looking
statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. Any of
the following risks could harm our business, operating results or financial condition and could result in a complete loss of your investment. Additional risks and uncertainties that are not yet
identified or that we currently think are immaterial may also harm our business and financial condition in the future.

Our growth strategy depends on our ability to open and operate a significant number of new stores each year, which could strain our resources and cause the performance of
our existing stores to suffer.

Our growth largely depends on our ability to open and operate new stores successfully. However, our ability to open new stores is
subject to a variety of risks and uncertainties including the current deterioration of the macroeconomic environment, and we may be unable to open new stores as planned, and any failure to
successfully open and operate new stores would have a material adverse effect on our results of operations and on the market price of our common stock. We intend to continue to open new stores in
future years while remodeling a portion of our existing store base annually. In addition, our proposed expansion will place increased demands on our operational, managerial and administrative
resources. These increased demands could cause us to operate our business less effectively, which in turn could cause deterioration in the financial performance of our individual stores and our
overall business. To the extent our new store openings are in markets where we already have stores, we may experience reduced net sales in existing stores in those markets. In addition, successful
execution of our growth strategy may require that we obtain additional financing, and we cannot assure you that we will be able to obtain that financing on acceptable terms or at all.

Unlike
previous years, the number of anticipated store openings in fiscal 2009 may increase or decrease due to market conditions. We have opened or acquired, on average, approximately
twenty-five percent new stores over the last five years. As we look to fiscal 2009 and beyond, we will likely slow this rate of growth until we see the macroeconomic environment improve.

If we fail to effectively execute our expansion strategy, we may not be able to successfully open new store locations in a timely manner, if at all, which could have an
adverse affect on our net sales and results of operations.

Our ability to open and operate new stores successfully depends on many factors, including, among others, our ability
to:



In
addition, many of our planned new stores are to be opened in regions of the United States in which we currently have few, or no, stores. The expansion into these markets may present
competitive,

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merchandising
and distribution challenges that are different from those currently encountered in our existing markets. Any of these challenges could adversely affect our business and results of
operations.

Beginning
in September 2007, we saw our same store sales start to decline in California, Nevada and Arizona. Our new store sales in these states, and Florida, were also negatively
affected by the deteriorating macroeconomic environment in those states. Those trends continued into fiscal 2008 and beginning in September 2008, our stores in the entire western half of the United
States began experiencing same store sales declines. Sales from our stores in Florida and the western half of the United States accounted for approximately 60% or our total net sales in fiscal 2008.

Our business is dependent upon our being able to anticipate, identify and respond to changing fashion trends, customer preferences and other fashion-related factors; failure
to do so could have a material adverse effect on us.

Customer tastes and fashion trends in the action sports lifestyle market are volatile and tend to change rapidly. Our success depends
on our ability to effectively anticipate,
identify and respond to changing fashion tastes and consumer preferences, and to translate market trends into appropriate, saleable product offerings in a timely manner. If we are unable to
successfully anticipate, identify or respond to changing styles or trends and misjudge the market for our products or any new product lines, our sales may be lower than predicted and we may be faced
with a substantial amount of unsold inventory or missed opportunities. In response to such a situation, we may be forced to rely on markdowns or promotional sales to dispose of excess or
slow-moving inventory, which could have a material adverse effect on our results of operations.

Our ability to attract customers to our stores depends heavily on the success of the shopping malls in which our stores are located; any decrease in customer traffic in
those malls could cause our sales to be less than expected.

In order to generate customer traffic we depend heavily on locating our stores in prominent locations within successful shopping malls.
Sales at these stores are derived, in part, from the volume of traffic in those malls. Our stores benefit from the ability of a mall's other tenants to generate consumer traffic in the vicinity of our
stores and the continuing popularity of malls as shopping destinations. Our sales volume and mall traffic generally may be adversely affected by, among other things, economic downturns in a particular
area, competition from ecommerce retailers, non-mall retailers and other malls, increases in gasoline prices and the closing or decline in popularity of other stores in the malls in which
we are located. A reduction in mall traffic as a result of these or any other factors could have a material adverse effect on our business, results of operations and financial condition.

Our sales and inventory levels fluctuate on a seasonal basis, leaving our operating results particularly susceptible to changes in back-to-school and
holiday shopping patterns.

Our sales are typically disproportionately higher in the third and fourth fiscal quarters of each fiscal year due to increased sales
during the back-to-school and winter holiday shopping seasons. Sales during these periods cannot be used as an accurate indicator of annual results. Our sales in the first and
second fiscal quarters are typically lower than in our third and fourth fiscal quarters due, in part, to the traditional retail slowdown immediately following the winter holiday season. As a result of
this seasonality, any factors negatively affecting us during the last half of the year, including unfavorable economic conditions, adverse weather or our ability to acquire seasonal merchandise
inventory, could have a material adverse effect on our financial condition and results of operations for the entire year. In addition, in order to prepare for the
back-to-school and winter holiday shopping seasons, we must order and keep in stock significantly more merchandise than we carry during other times of the year. Any
unanticipated decrease in demand for our products during these peak shopping seasons could

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require
us to sell excess inventory at a substantial markdown, which could have a material adverse effect on our business, results of operations and financial condition.

Our quarterly results of operations are volatile and may decline.

Our quarterly results of operations have fluctuated significantly in the past and can be expected to continue to fluctuate
significantly in the future. As discussed above, our sales and operating results are typically lower in the first and second quarters of our fiscal year due, in part, to the traditional retail
slowdown immediately following the winter holiday season. Our quarterly results of operations are affected by a variety of other factors, including:



Failure to successfully integrate any businesses or stores that we acquire could have an adverse impact on our results of operations and financial performance.

We may from time to time acquire other retail stores, individually or in groups, or businesses. We may experience difficulties in
assimilating any stores or businesses we may acquire and any such acquisitions may also result in the diversion of our capital and our management's attention from other business issues and
opportunities. We may not be able to successfully integrate any stores or businesses that we may acquire, including their facilities, personnel, financial systems, distribution, operations and general
operating procedures. If we fail to successfully integrate acquisitions or if such acquisitions fail to provide the benefits that we expect to receive, we could experience increased costs and other
operating inefficiencies, which could have an adverse effect on our results of operations and financial performance.

Our business is susceptible to weather conditions that are out of our control including the potential risks of unpredictable weather patterns, including any weather patterns
associated with global warming, and the resultant unseasonable weather could have a negative impact on our results of operations.

Our business is susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures
(including any weather patterns associated with global warming) during the winter season or cool weather during the summer season could render a portion of our inventory incompatible with those
unseasonable conditions. These prolonged unseasonable weather conditions, particularly in regions of the United States where we have a concentration of stores, could have a material adverse effect on
our business and results of operations.

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We may be unable to compete favorably in the highly competitive retail industry, and if we lose customers to our competitors, our sales could decrease.

The teenage and young adult retail apparel, hardgoods and accessories industry is highly competitive. We compete with other retailers
for vendors, teenage and young adult customers, suitable store locations, qualified store associates and management personnel. In the softgoods market which includes apparel, accessories and footwear,
we currently compete with other teenage-focused retailers. In addition, in the softgoods market we compete with independent specialty shops, department stores, and direct marketers that sell similar
lines of merchandise and target
customers through catalogs and ecommerce. In the hardgoods market which includes skateboards, snowboards, bindings, components and other equipment, we compete directly or indirectly with the following
categories of companies: other specialty retailers that compete with us across a significant portion of our merchandising categories, such as local snowboard and skate shops; large-format sporting
goods stores and chains and ecommerce retailers.

Some
of our competitors are larger than we are and have substantially greater financial, marketing and other resources than we do. Direct competition with these and other retailers may
increase significantly in the future, which could require us, among other things, to lower our prices and could result in the loss of our customers. Current and increased competition could have a
material adverse effect on our business, results of operations and financial condition.

If we fail to maintain good relationships with vendors or if a vendor is otherwise unable or unwilling to supply us with adequate quantities of their products at acceptable
prices, our business and financial performance could suffer.

Our business is dependent on continued good relations with our vendors. In particular, we believe that we generally are able to obtain
attractive pricing and other terms from vendors because we are perceived as a desirable customer, and deterioration in our relationship with our vendors would likely have a material adverse effect on
our business. We do not have any contractual relationships with our vendors, other than normal course of business purchase orders and, accordingly, there can be no assurance that our vendors will
provide us with an adequate supply or quality of products or acceptable pricing. Our vendors could discontinue selling to us or raise the prices they charge at any time. There can be no assurance that
we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in the future. Also, certain of our vendors' sell their products directly to the retail market and
therefore compete with us directly, and other vendors may decide to do so in the future. There can be no assurance that such vendors will not decide to discontinue supplying their products to us,
supply us only less popular or lower quality items, raise the prices they charge us or focus on selling their products directly. In addition, a number of our vendors are smaller, less capitalized
companies and are more likely to be impacted by unfavorable general economic and market conditions than larger and better capitalized companies. These smaller vendors may not have sufficient liquidity
during economic downturns to properly fund their businesses and their ability to supply their products to us could be negatively impacted. Any inability to acquire suitable merchandise at acceptable
prices, or the loss of one or more key vendors, would have a material adverse effect on our business, results of operations and financial condition.

If we lose key management or are unable to attract and retain the talent required for our business, our financial performance could suffer.

Our performance depends largely on the efforts and abilities of our senior management, including our Co-Founder and
Chairman, Thomas D. Campion, our Chief Executive Officer, Richard M. Brooks, our Chief Financial Officer, Trevor S. Lang, our President and General Merchandising Manager, Lynn K. Kilbourne and our
Executive Vice President of Stores, Ford K. Wright. None of our employees, except Mr. Brooks, has an employment agreement with us and we do not plan to obtain key person life

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insurance
covering any of our employees. If we lose the services of one or more of our key executives, we may not be able to successfully manage our business or achieve our growth objectives. As our
business grows, we will need to attract and retain additional qualified management personnel in a timely manner and we may not be able to do so.

Our failure to meet our staffing needs could adversely affect our ability to implement our growth strategy and could have a material impact on our results of operations.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including
regional managers, district managers, store managers and store associates, who understand and appreciate our corporate culture based on a passion for the action sports lifestyle and are able to
adequately represent this culture to our customers. Qualified individuals of the requisite caliber, skills and number needed to fill these positions may be in short supply in some areas, and the
employee turnover rate in the retail industry is high. Competition for qualified employees could require us to pay higher wages to attract a sufficient number of suitable employees. If we are unable
to hire and retain store managers and store associates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm for our culture and knowledge of our
merchandise, our ability to open new stores may be impaired and the performance of our existing and new stores could be materially adversely affected. We are also dependent upon temporary personnel to
adequately staff our stores and distribution center, particularly during busy periods such as the back-to-school and winter holiday seasons. There can be no assurance that we
will receive adequate assistance from our temporary personnel, or that there will be sufficient sources of temporary personnel. Although none of our employees is currently covered by collective
bargaining agreements, we cannot guarantee that our employees will not elect to be represented by labor unions in the future, which could increase our labor costs and could subject us to the risk of
work stoppages and strikes. Any such failure to meet our staffing needs, any material increases in employee turnover rates, any increases in labor costs or any work stoppages or interruptions or
strikes could have a material adverse effect on our business or results of operations.

Our operations, including our sole distribution center, are concentrated in the western United States, which makes us susceptible to adverse conditions in this region.

Our home office and sole distribution center are located in a single facility in Washington, and a substantial number of our stores are
located in the western half of the United States. We also have a substantial number of stores in the New York/New Jersey region and Texas. As a result, our business may be more susceptible to regional
factors than the operations of more geographically diversified competitors. These factors include, among others, economic and weather conditions, demographic and population changes and fashion tastes.
In addition, we rely on a single distribution center in Everett, Washington to receive, store and distribute the vast majority of our merchandise to all of our stores and to fulfill our ecommerce
sales. As a result, a natural disaster or other catastrophic event, such as an earthquake affecting western Washington, in particular, or the West Coast, in general, could significantly disrupt our
operations and have a material adverse effect on our business, results of operations and financial condition.

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We are required to make substantial rental payments under our operating leases and any failure to make these lease payments when due would likely have a material adverse
effect on our business and growth plans.

We do not own any of our retail stores or our combined home office and distribution center, but instead we lease all of these
facilities under operating leases. Payments under these operating leases account for a significant portion of our operating expenses and has historically been our third largest expense behind cost of
sales and our employee related costs. For example, total rental expense, including additional rental payments (or "percentage rent") based on sales of some of the stores, common area maintenance
charges and real estate taxes, under operating leases was $31.9 million, $43.5 million and $52.9 million for fiscal 2006, 2007, and 2008 respectively. As of January 31,
2009 we were a party to operating leases requiring future minimum lease payments aggregating approximately $191.8 million through fiscal year 2013 and approximately $134.7 million
thereafter. In addition, substantially all of our store leases provide for additional rental payments based on sales of the respective stores, as well as common area maintenance charges, and require
that we pay real estate taxes, none of which is included in the amount of future minimum lease payments. These amounts generally escalate each year. We expect that any new stores we open will also be
leased by us under operating leases, which will further increase our operating lease expenses.

Our
substantial operating lease obligations could have significant negative consequences, including:



We
depend on cash flow from operations to pay our lease expenses and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities,
and sufficient funds are not otherwise available to us from borrowings under bank loans or from other sources, we may not be able to service our operating lease expenses, grow our business, respond to
competitive challenges or to fund our other liquidity and capital needs, which would have a material adverse effect on us.

The terms of our revolving credit facility impose operating and financial restrictions on us that may impair our ability to respond to changing business and economic
conditions. This impairment could have a significant adverse impact on our business.

We have a $25 million revolving credit facility with Wells Fargo HSBC Trade Bank, N.A., maturing in August 2009, that contains a
number of significant restrictions and covenants that generally limit our ability to, among other things, (1) incur additional indebtedness, (2) enter into certain transactions and
(3) undergo a change in ownership. In addition, all of our personal property, including our inventory, equipment and fixtures, secure our obligations under the revolving credit agreement. Our
credit agreement also contains financial covenants that require us to meet specified financial tests and ratios, including a minimum net income after taxes greater than $1.00
for any trailing twelve month period, a minimum total liabilities divided by tangible net worth not greater than 1.15 and a minimum quick asset ratio not less than 1.0. Our two most restrictive
covenants are our quick asset ratio that essentially precludes us from borrowing to the extent we were to have no cash, marketable securities or accounts receivable and our net income covenant that
requires us make at least $1.00 in net income after taxes for any trailing twelve month period. Our ability to comply with these ratios may be affected by events beyond our control.

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A
breach of any of these restrictive covenants or our inability to comply with the required financial tests and ratios could result in a default under the credit agreement. If a default
occurs, the lender may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable. If we are unable to repay outstanding borrowings
when due, whether at their maturity or if declared due and payable by the lender following a default, the lender has the right to proceed against the collateral granted to it to secure the
indebtedness. As a result, any breach of these covenants or failure to comply with these tests and ratios could have a material adverse effect on us. There can be no assurance that we will not breach
the covenants or fail to comply with the tests and ratios in our credit agreement or any other debt agreements we may enter into in the future and, if a breach occurs, there can be no assurance that
we will be able to obtain necessary waivers or amendments from the lenders.

The
restrictions contained in our credit agreement could: (1) limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our
activities or business plans; and (2) adversely affect our ability to finance our operations, strategic acquisitions, investments or other capital needs or to engage in other business
activities that would be in our interest.

Our business could suffer as a result of small parcel delivery services such as United Parcel Service or Federal Express being unable to distribute our merchandise.

We rely upon small parcel delivery services for our product shipments, including shipments to, from and between our stores.
Accordingly, we are subject to risks, including employee strikes and inclement weather, which may affect their ability to meet our shipping needs. Among other things, any circumstances that require us
to use other delivery services for all or a portion of our shipments could result in increased costs and delayed deliveries and could harm our business materially. In addition, although we have
contracts with small parcel delivery services, we have the right to terminate these contracts upon 30 days written notice. Although the contracts with these small parcel delivery services
provide certain discounts from the shipment rates in effect at the time of shipment, the contracts do not limit their ability to raise the shipment rates at any time. Accordingly, we are subject to
the risk that small parcel delivery services may increase the rates they charge, that they may terminate their contracts with us, that they may decrease the rate discounts provided to us when an
existing contract is renewed or that we may be unable to agree on the terms of a new contract with them, any of which could materially adversely affect our operating results.

Our business could suffer if a manufacturer fails to use acceptable labor practices.

We do not control our vendors or the manufacturers that produce the products we buy from them, nor do we control the labor practices of
our vendors and these manufacturers. The violation of labor or other laws by any of our vendors or these manufacturers, or the divergence of the labor practices followed by any of our vendors or these
manufacturers from those generally accepted as ethical in the United States, could interrupt, or otherwise disrupt, the shipment of finished products to us or damage our reputation. Any of these, in
turn, could have a material adverse effect on our financial condition and results of operations. In that regard, most of the products sold in our stores are manufactured overseas, primarily in Asia
and Central America, which may increase the risk that the labor practices followed by the manufacturers of these products may differ from those considered acceptable in the United States.

Our failure to adequately anticipate a correct mix of private label merchandise may have a material adverse effect on our business.

Sales from private label merchandise accounted for 15.0% of our net sales in fiscal 2008. We may take steps to increase the percentage
of net sales of private label merchandise in the future, although there can be no assurance that we will be able to achieve increases in private label merchandise sales

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as
a percentage of net sales. Because our private label merchandise generally carries higher gross margins than other merchandise, our failure to anticipate, identify and react in a timely manner to
fashion trends with our private label merchandise, would likely have a material adverse effect on our comparable store sales, financial condition and results of operations.

Most of our merchandise is produced by foreign manufacturers, therefore the availability and costs of these products may be negatively affected by risks associated with
international trade and other international conditions.

Most of our merchandise is produced by manufacturers around the world. Some of these facilities are located in regions that may be
affected by natural disasters, political instability or other conditions that could cause a disruption in trade. Trade restrictions such as increased tariffs or quotas, or both, could also affect the
importation of merchandise generally and increase the cost and reduce the supply of merchandise available to us. Any reduction in merchandise available to us or any increase in its cost due to
tariffs, quotas or local issues that disrupt trade could have a material adverse effect on our results of operations. Although the prices charged by vendors for the merchandise we purchase are all
denominated in United States dollars, a continued decline in the relative value of the United States dollar to foreign currencies could lead to increased merchandise costs, which could negatively
affect our competitive position and our results of operation.

If our information systems hardware or software fails to function effectively or does not scale to keep pace with our planned growth, our operations could be disrupted and
our financial results could be harmed.

Over the past several years, we have made improvements to our infrastructure and existing hardware and software systems, as well as
implemented new systems. If these or any other information systems and software do not work effectively, this could adversely impact the promptness and accuracy of our transaction processing,
financial accounting and reporting and our ability to manage our business and properly forecast operating results and cash requirements. To manage the anticipated growth of our operations and
personnel, we may need to continue to improve our operational and financial systems, transaction processing, procedures and controls, and in doing so could incur substantial additional expenses that
could impact our financial results.

Our inability or failure to protect our intellectual property or our infringement of other's intellectual property could have a negative impact on our operating results.

We believe that our trademarks and domain names are valuable assets that are critical to our success. The unauthorized use or other
misappropriation of our trademarks or domain names could diminish the value of the Zumiez brand, our store concept, our private label brands or our goodwill and cause a decline in our net sales.
Although we have secured or are in the process of securing protection for our trademarks and domain names in a number of countries outside of the United States, there are certain countries where we do
not currently have or where we do not currently intend to apply for protection for certain trademarks or at all. Also, the efforts we have taken to protect our trademarks may not be sufficient or
effective. Therefore, we may not be able to prevent other persons from using our trademarks or domain names outside of the United States, which also could adversely affect our business. We are also
subject to the risk that we may infringe on the intellectual property rights of third parties. Any infringement or other intellectual property claim made against us, whether or not it has merit, could
be time-consuming, result in costly litigation, cause product delays or require us to pay royalties or license fees. As a result, any such claim could have a material adverse effect on our
operating results.

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The effects of war or acts of terrorism could adversely affect our business.

Substantially all of our stores are located in shopping malls. Any threat of terrorist attacks or actual terrorist events, particularly
in public areas, could lead to lower customer traffic in shopping malls. In addition, local authorities or mall management could close shopping malls in response to security concerns. Mall closures,
as well as lower customer traffic due to security concerns, would likely result in decreased sales. Additionally, the escalation of the armed conflicts in the Middle East, or the threat, escalation or
commencement of war or other armed conflict elsewhere, could significantly diminish consumer spending, and result in decreased sales for us. Decreased sales would have a material adverse effect on our
business, financial condition and results of operations.

The outcome of litigation could have a material adverse effect on our business and may result in substantial costs and could divert management's attention.

We are involved, from time to time, in litigation incidental to our business including complaints filed by investors. This litigation
could result in substantial costs, and could divert management's attention and resources, which could harm our business. Risks associated with legal liability are often difficult to assess or
quantify, and their existence and magnitude can remain unknown
for significant periods of time. While we maintain director and officer insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this
insurance cannot be assured. As a result, there can be no assurance that the actual outcome of pending or future litigation will not have a material adverse effect on our results of operations or
financial condition.

Our operations expose us to the risk of litigation which could lead to significant potential liability and costs that could harm our business, financial condition or results
of operations.

We employ a substantial number of full-time and part-time employees, a majority of whom are employed at our
store locations. As a result, we are subject to a large number of federal and state laws and regulations relating to employment. This creates a risk of potential claims that we have violated laws
related to discrimination and harassment, health and safety, wage and hour laws, criminal activity, personal injury and other claims. We are also subject to other types of claims in the ordinary
course of our business. Some or all of these claims may give rise to litigation, which could be time-consuming for our management team, costly and harmful to our business.

In
addition, we are exposed to the risk of class action litigation. The costs of defense and the risk of loss in connection with class action suits are greater than in single-party
litigation claims. Due to the costs of defending against such litigation, the size of judgments that may be awarded against us, and the loss of significant management time devoted to such litigation,
we cannot assure you that such litigation will not disrupt our business or impact our financial results.

Our ecommerce operations subject us to numerous risks that could have an adverse effect on our results of operations.

Although ecommerce sales constitute a small portion of our overall sales, our ecommerce operations subject us to certain risks that
could have an adverse effect on our operational results, including:



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In
addition, risks beyond our control, such as governmental regulation of the ecommerce, entry of our vendors in the ecommerce business in competition with us, online security breaches
and general economic conditions specific to the ecommerce and online commerce could have an adverse effect on our results of operations.

We have incurred and will continue to incur significant expenses as a result of being a public company, which will negatively impact our financial performance.

We completed our initial public offering in May 2005 and we have incurred and will continue to incur significant legal, accounting,
insurance and other expenses as a result of being a public company. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC and The NASDAQ Global Select Market, has required
changes in corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act as discussed in
the following risk factor, have caused and will continue to cause us to incur significant costs and expenses, including legal and accounting costs, and have made and will continue to make some
activities more time-consuming and costly. These laws, rules and regulations have made it more expensive for us to obtain director and officer liability insurance, and we have been
required to accept reduced policy limits and coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. As a
result of the foregoing, we have incurred and we expect to incur significant legal, accounting, insurance and certain other expenses on an ongoing basis, which will negatively impact our financial
performance and could have a material adverse effect on our results of operations and financial condition.

Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our
expenses.

Reporting obligations as a public company and our anticipated growth are likely to place a considerable strain on our financial and
management systems, processes and controls, as well as on our personnel. In addition, we are required to document and test our internal controls over financial reporting pursuant to Section 404
of the Sarbanes-Oxley Act of 2002 so that our management can certify as to the effectiveness of our internal controls and our independent registered public accounting firm can render an opinion on the
effectiveness of our internal control over financial reporting on an annual basis. This process requires us to document our internal controls over financial reporting and to potentially make
significant changes thereto, if applicable. As a result, we have incurred and expect to continue to incur substantial expenses to test our financial controls and systems, and we have been and in the
future may be required to improve our financial and managerial controls, reporting systems and procedures, to incur substantial expenses to make such improvements and to hire additional personnel. If
our management is ever unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot render an opinion on the effectiveness of our
internal control over financial reporting, or if material weaknesses in our internal controls are ever identified, we could be subject to regulatory scrutiny and a loss of public confidence, which
could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to
accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

The security of our databases that contain personal information of our retail customers could be breached, which could subject us to adverse publicity, litigation, and
expenses. In addition, if we are unable to comply with security standards created by the credit card industry, our operations could be adversely affected.

Database privacy, network security, and identity theft are matters of growing public concern. In an attempt to prevent unauthorized
access to our network and databases containing confidential, third-

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party
information, we have installed privacy protection systems, devices, and activity monitoring on our network. Nevertheless, if unauthorized parties gain access to our networks or databases, they
may be able to steal, publish, delete, or modify our private and sensitive third-party information. In such circumstances, we could be held liable to our customers or other parties or be subject to
regulatory or other actions for breaching privacy rules. This could result in costly investigations and litigation, civil or criminal penalties, and adverse publicity that could adversely affect our
financial condition, results of operations, and reputation. Further, if we are unable to comply with the security standards, established by banks and the credit card industry, we may be subject to
fines, restrictions, and expulsion from card acceptance programs, which could adversely affect our retail operations.

The current uncertainty surrounding the United States economy coupled with cyclical economic trends in action sports retailing could have a material adverse effect on our
results of operations.

The action sports retail industry historically has been subject to substantial cyclicality. As economic conditions in the United States
change, the trends in discretionary consumer spending become unpredictable and discretionary consumer spending could be reduced due to uncertainties about the future. When discretionary consumer
spending is reduced, purchases of action sports apparel and related products may decline. A recession in the general economy or continued uncertainties regarding future economic prospects could have a
material adverse effect on our results of operations.

We may fail to meet analyst expectations, which could cause the price of our stock to decline.

Our common stock is traded publicly and various securities analysts follow our financial results and issue reports on us. These reports
include information about our historical financial results as well as the analysts' estimates of our future performance. The analysts' estimates are based upon their own opinions and are often
different from our estimates or expectations. If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline. In December 2007,
a securities class action litigation was brought against us and such actions are frequently brought against other companies following a decline in the market price of their securities. If our stock
price is volatile, we may become involved in this type of litigation in the future. Any litigation could result in substantial costs and a diversion of management's attention and resources that are
needed to successfully run our business.

The trading price of our investment in marketable securities may fluctuate.

We have our excess cash invested in diversified high credit money market accounts, US treasuries, certificates of deposit, municipal
bonds and auction rate securities. The investments have historically been considered very safe investments with very minimal default rates. However, the recent uncertainties in the credit markets have
prevented us and other investors from liquidating holdings of auction rate securities in recent auctions for these securities because the amount of securities submitted for sale has exceeded the
amount of purchase orders. We reduced our holdings of auction rate securities during fiscal 2007 through the auction process. As of January 31, 2009, we had $1.8 million, net of
$0.2 million temporary impairment, invested in auction rate securities that are classified as long-term marketable securities on our consolidated balance sheet. For the year ended
January 31, 2009, we incurred a temporary impairment charge on these investments of approximately $0.2 million recorded in other comprehensive income. If market liquidity issues
continue, we may incur additional impairment charges on these investments.

A decline in the market price of our stock and performance of our Company may trigger an impairment of the goodwill recorded on our balance sheet.

Goodwill and other intangible assets with indefinite lives must be tested for impairment at least once a year or more frequently if
management believes indicators of impairment exist. The Company

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evaluates
the recoverability of goodwill annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including
goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Any reduction in the carrying value of our
goodwill as a result of our impairment analysis could result in a non-cash goodwill impairment charge to our statement of operations. A goodwill impairment charge could have a significant
impact on earnings and potentially result in a violation of our financial covenants, thereby limiting our ability to secure short term financing.

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
non-cash impairment charges.

We make certain estimates and projections in connection with impairment analyses for certain of our store locations and other property
and equipment in accordance with "Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets." For example, we
review for impairment all stores for which current cash flows from operations are either negative or nominal. Recoverability of store assets is measured by a comparison of the carrying amount of an
asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount is higher, impairment loss is measured by the amount, if any, by which the carrying
amount of the assets exceeds their fair value based on the present value of estimated expected future cash flows. These calculations require us to make a number of estimates and projections of future
results. If these estimates or projections change or prove incorrect, we may be and have been, required to record impairment charges on certain store locations and other property and equipment. If
these impairment charges are significant, our operating results would be adversely affected and our bank covenants may be violated.

Our business could suffer if our ability to acquire financing is reduced or eliminated.

In the current economic environment, we cannot be assured that our borrowing relationship with our lender will continue or that our
lender will remain able to support its commitments to us in the future. If our lender fails to do so, then we may not be able to secure alternative financing on commercially reasonable terms, or at
all.

Item 1B.    UNRESOLVED STAFF COMMENTS

None.

Item 2.    PROPERTIES

In early February 2005, we completed our move from the 49,000 square foot combined home office and distribution center that we occupied
since 1994 to a new 87,350 square foot combined home office and distribution center, both in Everett, Washington. In October, 2006 we entered into a new lease agreement whereby we agreed to expand our
existing lease of 87,350 square feet of home office and distribution center space by 37,350 square feet, bringing the aggregate square footage leased to 124,700 square feet effective January 1,
2007. The new lease agreement terminated and replaced the original February 2005 lease with the landlord. The new lease agreement provides for an initial lease term of 126 months within which
we have an option to extend the lease term for an additional period of five years.

All
of our stores, encompassing approximately 1,005,000 total square feet as of January 31, 2009 are occupied under operating leases. The store leases range for a term of five to
ten years and we are generally responsible for payment of property taxes and utilities, common area maintenance and marketing fees.

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Item 3.    LEGAL PROCEEDINGS

We are involved from time to time in litigation incidental to our business. We believe that the outcome of current litigation is not
expected to have a material adverse effect on our results of operations or financial condition.

See
Note 10 to the Notes to Consolidated Financial Statements found in Item 8 of Part II of this Form 10-K (listed under "Litigation" under
Commitments and Contingencies).

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter ended January 31, 2009.

PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

a)    Market Information

Our common stock has traded on the NASDAQ Global Select Market under the symbol "ZUMZ." As of January 31, 2009 there were 29,533,067 shares of common stock
issued. We began trading on the NASDAQ Stock Market on May 6, 2005. Accordingly, no information prior to this date is available. The following table sets forth the April 20, 2006 stock
split adjusted high and low last reported sales prices for our common stock on the NASDAQ Global Select Market for the fiscal years ended February 2, 2008 and January 31, 2009.

Fiscal 2007

High

LowFirst Fiscal Quarter (February 4, 2007May 5, 2007)

$
42.00

$
31.57Second Fiscal Quarter (May 6, 2007August 4, 2007)

$
41.80

$
35.77Third Fiscal Quarter (August 5, 2007November 3, 2007)

$
51.25

$
37.96Fourth Fiscal Quarter (November 4, 2007February 2, 2008)

$
39.45

$
15.59




Fiscal 2008

High

LowFirst Fiscal Quarter (February 3, 2008May 3, 2008)

$
22.76

$
13.84Second Fiscal Quarter (May 4, 2008August 2, 2008)

$
22.33

$
12.29Third Fiscal Quarter (August 3, 2008November 1, 2008)

$
18.25

$
8.72Fourth Fiscal Quarter (November 2, 2008January 31, 2009)

$
9.72

$
6.12


b)    Holders of the Corporation's Capital Stock

We had approximately 182 shareholders of record as of March 19, 2009.

c)     Dividends

No cash dividends have been declared on our common stock to date nor have any decisions been made to pay a dividend in the foreseeable future. Payment of
dividends is evaluated on a periodic basis and if a dividend were paid, it would be subject to covenants of our lending facility, which may have the effect of restricting our ability to pay dividends.

d)    Recent Sales of Unregistered Securities



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e)     Issuer Purchases of Equity Securities



Item 6.    SELECTED FINANCIAL INFORMATION

The following selected consolidated financial information has been derived from our audited Consolidated Financial Statements. The data
should be read in conjunction with our Consolidated Financial Statements and the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations included
elsewhere herein.

Each
fiscal year consists of four 13-week quarters, with an extra week added to the fourth quarter every five or six years. Our fiscal years ended, January 29, 2005,
January 28, 2006, and February 2, 2008 and January 31, 2009 each consisted of 52 weeks. Our fiscal year ended February 3, 2007 consisted of 53 weeks. In this
document, we refer to the fiscal year ended January 29, 2005 as "fiscal 2004", to the fiscal year ended January 28, 2006 as "fiscal 2005", to the fiscal year ended February 3,
2007 as "fiscal 2006", the fiscal year ended February 2, 2008 as "fiscal 2007" and the fiscal year ended January 31, 2009 as "fiscal 2008".

The
selected statement of operations data for fiscal 2006, fiscal 2007 and fiscal 2008 and the selected balance sheet data as of February 2, 2008 and January 31, 2009 are
derived from our audited consolidated financial statements, which are included elsewhere in this document. The selected
consolidated statement of operations data for fiscal 2004 and fiscal 2005 are derived from our audited financial statements not included in this document.

Fiscal Year EndedJanuary 29,
2005

January 28,
2006

February 3,
2007

February 2,
2008

January 31,
2009(in thousands, except share and per share data)Statement of Operations Data:Net sales

$
153,583

$
205,589

$
298,177

$
381,416

$
408,669Cost of goods sold


103,297


133,047


189,959


244,429


274,134Gross profit


50,286


72,542


108,218


136,987


134,535Selling, general and administrative expenses


38,277


52,494


75,774


98,042


109,927Operating profit


12,009


20,048


32,444


38,945


24,608Interest income (expense)


(250
)

648


1,178


1,722


2,059Other income (expense)


8


(1
)

(16
)

3


36Earnings before income taxes


11,767


20,695


33,606


40,670


26,703Provision for income taxes


4,500


7,844


12,750


15,344


9,499Net income

$
7,267

$
12,851

$
20,856

$
25,326

$
17,204Net income per share:Basic (1)

$
0.32

$
0.50

$
0.76

$
0.89

$
0.59Diluted (1)

$
0.28

$
0.47

$
0.73

$
0.86

$
0.58Weighted average shares outstanding:Basic (1)


22,610,522


25,879,675


27,542,891


28,608,818


29,126,889Diluted (1)


25,877,716


27,376,684


28,703,037


29,322,337


29,694,112


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Fiscal Year EndedJanuary 29,
2005

January 28,
2006

February 3,
2007

February 2,
2008

January 31,
2009(in thousands)Balance Sheet Data:Cash, cash equivalents and current marketable securities

$
1,026

$
43,001

$
51,977

$
76,532

$
78,582Working capital


4,756


47,357


54,929


92,161


112,092Total assets


54,811


114,411


167,294


216,095


233,349Total long term obligations


5,576


9,129


12,910


18,097


24,177Total shareholders' equity


25,799


73,684


104,812


154,602


177,951




Fiscal Year EndedJanuary 29,
2005

January 28,
2006

February 3,
2007

February 2,
2008

January 31,
2009(in thousands, except square footage & sales per square foot)Other Financial Data:Gross margin percentage (1)


32.7
%

35.3
%

36.3
%

35.9
%

32.9
%Capital expenditures

$
12,754

$
16,453

$
22,160

$
30,722

$
28,349Depreciation and Amortization

$
5,857

$
7,535

$
10,499

$
14,762

$
19,470Store Data:Number of stores open at end of period


140


174


235


285


343Comparable store sales increase (decrease) (2) (3)


9.6
%

14.2
%

14.5
%

9.2
%

(6.5
%)Net sales per store (4)

$
1,183

$
1,299

$
1,389

$
1,405

$
1,240Total square footage at end of period (5)


371,864


475,646


667,337


829,021


1,004,868Average square footage per store at end of period (6)


2,656


2,718


2,840


2,909


2,930Net sales per square foot (7) (8)

$
452

$
483

$
499

$
488

$
424


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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with our consolidated financial statements and related notes included elsewhere in this document. This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in "Item 1A Risk Factors". See
the cautionary note regarding forward-looking statements set forth at the beginning of Part I of the Annual Report on Form 10-K.

Overview

We are a mall based specialty retailer of action sports related apparel, footwear, equipment and accessories operating under the Zumiez
brand name. As of January 31, 2009 we operated 343 stores primarily located in shopping malls, giving us a presence in 31 states. Our stores cater to young men and women between the ages of 12
and 24 who seek popular brands representing a lifestyle centered on activities that include skateboarding, surfing, snowboarding, BMX and motocross. We support the action sports lifestyle and promote
our brand through a multi-faceted marketing approach that is designed to integrate our brand image with our customers' activities and interests. This approach, combined with our differentiated
merchandising strategy, store design, comprehensive training programs and passionate employees, allows us to provide an experience for our customers that we believe is consistent with their attitudes,
fashion tastes and identities and is otherwise unavailable in most malls.



Fiscal 2008 was a difficult year for Zumiez. While the first half of the year was challenging, the second half of the year saw a marked
deterioration in the U.S. economy that negatively impacted our sales and financial results. Historically, we have made the majority of our profits in the second half of the year due to the seasonal
nature of our business, so as the recession became more severe in the second half of fiscal 2008, our sales and profits were proportionally worse. As the economy worsened, we saw declines in traffic
in our stores and more promotional activity from our competitors. Through the first six months of fiscal 2008, our same store sales decreased 1.3% and our diluted earnings per share declined $0.02 or
12.5%. The second half of fiscal 2008, the six months ended January 31, 2009, our same store sales declined 10.0% and our diluted earnings per share declined $0.26 or 37.1%.

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We expect the upcoming fiscal year to be very challenging and believe it is difficult to predict the effects the unprecedented global
financial and economic crises will have on our financial performance. As mentioned above our results worsened as fiscal 2008 progressed and we believe our results will continue to be below those
obtained in fiscal 2008 for at least the first six months of fiscal 2009. We are planning our business conservatively for fiscal 2009, which includes lower purchases of inventory based on anticipated
continued soft sales demand, lower capital expenditures due to fewer new stores and controlled selling, general and administrative expenditures. Our current forecast projects sustained working capital
similar to previous years, adequate cash and investments, no borrowings on our credit facility and positive cash flow from operations. We believe our earnings will be below fiscal 2008 if our same
store sales decline.

Our
net sales increased from approximately $117.9 million in fiscal 2003 to approximately $408.7 million in fiscal 2008, a compound annual growth rate of 28.2%. Net sales
for fiscal 2008 increased by $27.3 million, or 7.1%, over net sales for fiscal 2007. Over the past five fiscal years ended January 31, 2009 we increased our store base from 113 to 343
and our comparable store net sales increased an average of 7.9% per fiscal year. As of January 31, 2009 we operated 343 stores that averaged approximately 2,900 square feet per store.

We
intend to expand our presence as a leading action sports lifestyle retailer by opening new stores and continuing to generate sales growth through improved store level productivity. We
have successfully and consistently implemented our store concept across a variety of mall classifications and geographic locations, and our strategy is to continue to open stores in both new and
existing markets. We plan to open approximately 37 new stores in fiscal 2009 and to continue to open a significant number of new stores in future years. Unlike previous years, the number of
anticipated store openings in fiscal 2009 may increase or decrease due to market conditions. We have opened or acquired, on average, approximately twenty-five percent new stores over each
of the last five years. As we look to fiscal 2009 and beyond, we will likely slow this rate of growth until we see the macroeconomic environment improve. Through our merchandising and marketing
efforts, we have historically been successful in increasing the level of net sales in our existing stores and we will seek to continue such increases going forward.

We
believe that we have developed an economically compelling store model. Our new stores opened during fiscal 2007, generated average net sales of approximately $1.0 million
during their first full year of operations. On average, our net capital investment to open these stores, was approximately $330,000 per store, which includes capital expenditures, net of landlord
contributions. However, net sales and other operating results for stores that we open or have opened subsequent to the end of fiscal 2007, as well as our net capital investment to open those stores,
may differ substantially from net sales and other operating results and our net capital investment for stores we opened in fiscal 2007. See "BusinessStores." However our capital
investment, net of landlord contributions, to open new stores and net sales generated by new stores vary significantly and depend on a number of factors, including the geographic location, type of
mall and size of those stores. Accordingly, net sales and other operating results for stores that we open or have opened subsequent to the end of fiscal 2008, as well as our net capital investment to
open those stores, may differ substantially from net sales and other operating results and our net capital investment for the stores we opened in prior years. We opened 58 new stores in fiscal
2008 with an average net capital investment of approximately $311,000 per store, which includes capital expenditures, net of landlord contributions. In addition to capital investments, we make working
capital investments consisting primarily of merchandise inventory.

In
any given period, our overall gross margin may be impacted by changes in the margins of the various products we offer as well as changes in the relative mix of revenues from the
different categories of apparel and hardgood products that we sell. Over the past five fiscal years, our annual

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gross
margin as a percentage of our net sales has ranged from a low of 32.7% to a high of 36.3%. A number of other factors may positively or negatively impact our gross margins and results of
operations, including, but not limited to:



General

Net sales constitute gross sales net of returns. Net sales include our in-store sales and our ecommerce sales, ecommerce
shipping revenue and, accordingly, information in this report with respect to comparable store sales, includes our ecommerce sales. For fiscal 2003 through fiscal 2007, ecommerce sales represented
approximately 1% of our net sales and 1.5% of net sales for fiscal 2008. We record the sale of gift cards as a current liability and recognize a sale when a customer redeems a gift card. The amount of
the gift card liability is determined taking into account our estimate of the portion of gift cards that will not be redeemed or recovered ("gift card breakage"). Gift card breakage is recognized as
revenue after 24 months, at which time the likelihood of redemption is considered remote based on our historical redemption data.

We
report "comparable store sales" based on net sales, and stores are included in our comparable store sales beginning on the first anniversary of their first day of operation. Changes
in our comparable store sales between two periods are based on net sales of stores which were in operation during both of the two periods being compared and, if a store is included in the calculation
of comparable store sales for only a portion of one of the two periods being compared, then that store is included in the calculation for only the comparable portion of the other period. When
additional square footage is added to a store that is included in comparable store sales, that store remains in comparable store sales. There may be variations in the way in which some of our
competitors and other apparel retailers calculate comparable or same store sales. As a result, data herein regarding our comparable store sales may not be comparable to similar data made available by
our competitors or other retailers.

Cost
of goods sold consists of the cost of merchandise sold to customers, inbound shipping costs, ecommerce shipping costs, distribution costs, depreciation on leasehold improvements at
the distribution center, buying and merchandising costs and store occupancy costs. This may not be comparable to the way in which our competitors or other retailers compute their cost of goods sold.

Selling,
general and administrative expenses consist primarily of store personnel wages and benefits, administrative staff and infrastructure expenses, store supplies, depreciation on
leasehold improvements at our home office and stores, facility expenses, and training, advertising and marketing costs. Credit card fees, insurance, public company expenses, Sarbanes Oxley compliance
expenses, stock based compensation and other miscellaneous operating costs are also included in selling, general and

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administrative
expenses. This may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses. We expect that our selling,
general and administrative expenses will, as described below, increase in future periods due in part to increased expenses associated with opening new stores.

Our
success is largely dependent upon our ability to anticipate, identify and respond to the fashion tastes of our customers and to provide merchandise that satisfies customer demands.
Any inability to provide appropriate merchandise in sufficient quantities in a timely manner could have a material adverse effect on our business, operating results and financial condition.

Key Performance Indicators

Our management evaluates the following items, which we consider key performance indicators, in assessing our performance:

Comparable store sales.Comparable store sales provide a measure of sales growth for stores open at least one year over the comparable
prior year
period.

Our
management considers comparable store sales to be an important indicator of our current performance. Comparable store sales results are important to achieve leveraging of our costs,
including store payroll, store supplies and rent. Comparable store sales also have a direct impact on our total net sales, cash and working capital.

Gross profit.Gross profit measures whether we are optimizing the price and inventory levels of our merchandise. Gross profit is the
difference
between net sales and cost of sales. Cost of sales consists of branded merchandise costs, and our private label merchandise including design, sourcing, importing and inbound freight costs. Our cost of
sales also includes markdowns, shrinkage, certain promotional costs and buying, store occupancy and warehousing costs. Any inability to obtain acceptable levels of initial markups or any significant
increase in our use of markdowns could have an adverse effect on our gross profit and results of operations.

Operating income.We view operating income as a key indicator of our success. The key drivers of operating income are comparable store
sales, gross
profit, our ability to control selling, general and administrative expenses, and our level of capital expenditures affecting depreciation expense.

Store productivity.Store productivity, including net sales per average square foot, average unit retail price, the number of
transactions per store,
the number of units sold per store and the number of units per transaction, is evaluated by our management in assessing our operational performance. In addition, we review our stores operating income
as a measure of their profitability.

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Results of Operations

The following table presents, for the periods indicated, selected items in the consolidated statements of operations as a percent of
net sales:

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Net sales


100.0
%

100.0
%

100.0
%Cost of goods sold


63.7
%

64.1
%

67.1
%Gross margin


36.3
%

35.9
%

32.9
%Selling, general and administrative expenses


25.4
%

25.7
%

26.9
%Operating profit


10.9
%

10.2
%

6.0
%Interest income (expense)


0.4
%

0.4
%

0.5
%Earnings before income taxes


11.3
%

10.6
%

6.5
%Provision for income taxes


4.3
%

4.0
%

2.3
%Net income


7.0
%

6.6
%

4.2
%


Fiscal (2008) Year Ended January 31, 2009 Compared with Fiscal (2007) Year Ended February 2, 2008

Net Sales

Net sales increased to $408.7 million for fiscal 2008 from $381.4 million for fiscal 2007, an increase of
$27.3 million, or 7.1%.

Comparable
store net sales decreased by 6.5% in the 52 week period ended January 31, 2009 compared to the 52 week period ended February 2, 2008.
Geographically our stores west of Texas, which account for 58% of our comparable store sales, declined by 11%. This decrease in comparable store sales was primarily due to lower net sales of men's and
women's apparel, snow and skate hardgoods and accessories, partially offset by an increase in net sales of footwear. For information as to how we define comparable stores, see "General" above.

The
increase in total net sales was due to an increase in net sales from non-comparable stores of approximately $52.2 million partially offset by a decline in
comparable store sales of approximately $24.9 million. The increase in non-comparable store net sales was primarily due to the opening of 58 new stores in fiscal 2008.

Gross Profit

Gross profit for fiscal 2008 was $134.5 million compared with $137.0 million for fiscal 2007, a decrease of
$2.5 million, or 1.8%. As a percentage of net sales, gross profit decreased 3 full percentage points to 32.9% in fiscal 2008 from 35.9% in fiscal 2007. The decrease in gross profit as a
percentage of net sales was driven primarily by store occupancy costs growing at a faster rate than sales (worth 1.4 percentage points), and lower product margins of 1.6 percentage
points primarily due to apparel which is about 50% of our sales.

Selling, General and Administrative Expenses

Selling, general and administrative, or "SG&A," expenses in fiscal 2008 were $109.9 million compared with $98.0 million
in fiscal 2007, an increase of $11.9 million, or 12.1%. This increase was primarily the result of costs associated with operating new stores as well as increases in infrastructure and
administrative staff to support our growth partially offset by a decrease in stock-based and incentive compensation expenses. As a percentage of net sales, SG&A expenses increased

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1.2 percentage
points to 26.9% in fiscal 2008 from 25.7% in fiscal 2007. The increase in SG&A expenses as a percentage of net sales was primarily attributable to additional new store
depreciation and store wages and benefits relative to the growth in net sales and increased shipping cost to stores, somewhat offset by a decrease in stock-based compensation and incentive
compensation expenses.

Operating Profit

As a result of the above factors, operating profit decreased to $24.6 million for fiscal 2008, compared with
$38.9 million in fiscal 2007 a decrease of $14.3 million or 36.8%. As a percentage of net sales, operating profit was 6.0% in fiscal 2008 compared with 10.2% in fiscal 2007.

Provision for Income Taxes

Provision for income taxes was $9.5 million for fiscal 2008 compared with $15.3 million for fiscal 2007. The effective
tax rate was 35.6% for fiscal 2008 and 37.7% for fiscal 2007. The lower effective tax rate was primarily due to higher interest income from tax exempt municipal bonds.

Net Income

Net income decreased to $17.2 million, in fiscal 2008 from $25.3 million in fiscal 2007 a decrease of
$8.1 million, or 32.1%. As a percentage of net sales, net income was 4.2% in fiscal 2008 compared with 6.6% in fiscal 2007.

Fiscal (2007) Year Ended February 2, 2008 Compared with Fiscal (2006) Year Ended February 3, 2007

Net Sales

Net sales increased to $381.4 million for fiscal 2007 from $298.2 million for fiscal 2006, an increase of
$83.2 million, or 27.9%.

Comparable
store net sales increased by 9.2% in the 52 week period ended February 2, 2008 compared to the 52 week period ended February 3, 2007. This increase
in comparable store sales was primarily due to higher net sales of men's and women's apparel, and skate hardgoods. For information as to how we define comparable stores, see "General" above.

The
increase in total net sales was due to an increase in comparable store net sales of approximately $23.6 million and an increase in net sales from non-comparable
stores of approximately $59.6 million. The increase in non-comparable store net sales was primarily due to the opening of 50 new stores in fiscal 2007.

Gross Profit

Gross profit for fiscal 2007 was $137.0 million compared with $108.2 million for fiscal 2006, an increase of
$28.8 million, or 26.6%. As a percentage of net sales, gross profit decreased to 35.9% in fiscal 2007 from 36.3% in fiscal 2006. The decrease in gross profit as a percentage of net sales was
due primarily to higher shrinkage, store occupancy costs, and distribution costs partially offset by higher product margins due to improved product management.

Selling, General and Administrative Expenses

Selling, general and administrative, or "SG&A," expenses in fiscal 2007 were $98.0 million compared with $75.8 million in
fiscal 2006, an increase of $22.2 million, or 29.4%. This increase was primarily the result of costs associated with operating new stores as well as increases in infrastructure and
administrative staff to support our growth. As a percentage of net sales, SG&A expenses increased to 25.7% in fiscal 2007 from 25.4% in fiscal 2006. The increase in SG&A expenses as a percentage of

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net
sales was primarily attributable to the increased stock based compensation of $2.5 million and increased depreciation expense of $3.9 million, partially offset by lower growth in
store wages and benefits relative to the growth in net sales and lower incentive compensation expense.

Operating Profit

As a result of the above factors, operating profit increased to $38.9 million for fiscal 2007, compared with
$32.4 million in fiscal 2006 an increase of $6.5 million or 20.0%. As a percentage of net sales, operating profit was 10.2% in fiscal 2007 compared with 10.9% in fiscal 2006.

Provision for Income Taxes

Provision for income taxes was $15.3 million for fiscal 2007 compared with $12.8 million for fiscal 2006. The effective
tax rate was 37.7% for fiscal 2007 and 37.9% for fiscal 2006. The lower effective tax rate was due to higher interest income from tax exempt municipal bonds.

Net Income

Net income increased to $25.3 million, in fiscal 2007 from $20.9 million in fiscal 2006 an increase of
$4.4 million, or 21.4%. As a percentage of net sales, net income was 6.6% in fiscal 2007 compared with 7.0% in fiscal 2006.

Seasonality and Quarterly Results

As is the case with many retailers of apparel and related merchandise, our business is subject to seasonal influences. As a result, we
have historically experienced and expect to continue to experience seasonal and quarterly fluctuations in our net sales and operating results. Our net sales and operating results are typically lower
in the first and second quarters of our fiscal year, while the winter holiday and back-to-school periods historically have accounted for the largest percentage of our annual
net sales. Quarterly results of operations may also fluctuate significantly as a result of a variety of factors, including the timing of store openings and the relative proportion of our new stores to
mature stores, fashion trends and changes in consumer preferences, calendar shifts of holiday or seasonal periods, changes in merchandise mix, timing of promotional events, general economic
conditions, competition and weather conditions.

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The following table sets forth selected unaudited quarterly consolidated statements of operations data for the periods indicated. The unaudited quarterly
information has been prepared on a basis consistent with the audited consolidated financial statements included elsewhere herein and includes all adjustments, that we consider necessary for a fair
presentation of the information shown. This information should be read in conjunction with the audited consolidated financial statements and the notes thereto appearing elsewhere herein. The operating
results for any fiscal quarter are not indicative of the operating results for a full fiscal year or for any future period and there can be no assurance that any trend reflected in such results will
continue in the future.

Fiscal Year Ended February 2, 2008

Fiscal Year Ended January 31, 2009First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter(in thousands, except per share data)Net sales

$
68,791

$
81,974

$
104,045

$
126,606

$
78,702

$
92,258

$
112,245

$
125,464Gross profit (1)

$
21,721

$
28,191

$
38,508

$
48,567

$
24,560

$
30,103

$
39,263

$
40,609Operating profit

$
2,183

$
4,702

$
12,722

$
19,338

$
1,626

$
3,912

$
10,384

$
8,686Net income

$
1,617

$
3,118

$
8,149

$
12,442

$
1,362

$
2,727

$
6,818

$
6,297Basic net income per share

$
0.06

$
0.11

$
0.28

$
0.43

$
0.05

$
0.09

$
0.23

$
0.22Dilute net income per share

$
0.06

$
0.11

$
0.28

$
0.42

$
0.05

$
0.09

$
0.23

$
0.21Number of stores open end of period


254


266


283


285


306


324


340


343Comparable store sales increase (decrease)


11.3
%

11.6
%

13.2
%

4.0
%

(0.8
%)

(1.7
%)

(5.8
%)

(13.4
%)


---

Comparable
store sales percentage changes are calculated by comparing comparable store sales for the applicable fiscal quarter to comparable store sales for the same fiscal quarter in
the prior fiscal year. Comparable store sales are based on net sales and stores are considered comparable beginning on the first anniversary of the first day of operations. See "General" above for
more information about how we compute comparable store sales.

Liquidity and Capital Resources

Our primary uses of cash are for capital investments, inventory, store remodeling, store fixtures and ongoing infrastructure
improvements such as technology enhancements and distribution capabilities. Historically, our main sources of liquidity have been cash flows from operations.

The
significant components of our working capital are inventory and liquid assets such as cash, marketable securities and receivables, reduced by short-term debt, accounts
payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day or within several days of the related sale, while
we typically have payment terms with our vendors.

As
of January 31, 2009, we held two $1.0 million Auction Rate Securities valued at $1.8 million, net of approximately $0.2 million temporary impairment
charge. One of these $1.0 million securities failed to sell at its scheduled auction in March 2008. In May 2008, the remaining $1.0 million security failed to sell at its scheduled
auction. The interest rates for these securities reset to a prescribed "failure" tax-free rate of 6.55% and 3.20%, respectively. We currently do not intend to hold these securities beyond
their next auction date and will try to sell these securities when their auction dates come up in March 2009 and May 2009. However, uncertainties in the credit markets this fiscal year

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have
prevented us and other investors from liquidating holdings of auction rate securities in recent auctions for these securities because the amount of securities submitted for sale has exceeded the
amount of purchase orders. If the March 2009 and May 2009 auctions fail, we plan to hold these securities until the next auction date and the securities coupon rate will reset to a prescribed
"failure" rate. Unsuccessful auctions could result in our holding securities beyond their next scheduled auction reset dates if a secondary market does not develop; therefore, limiting the
short-term liquidity of these investments. These securities have been reclassified from "current" to "long term" assets on our consolidated balance sheet as of January 31, 2009.

Our
capital requirements include construction and fixture costs related to the opening of new stores and for remodeling expenditures for existing stores. Future capital requirements will
depend on many factors, including the pace of new store openings, the availability of suitable locations for new stores, and the nature of arrangements negotiated with landlords. In that regard, our
net investment to open a new store has varied significantly in the past due to a number of factors, including the geographic location and size of the new store, and is likely to vary significantly in
the future. During fiscal 2009, we expect to spend approximately $23.0 million to $24.0 million on capital expenditures, a majority of which will relate to leasehold improvements and
fixtures for the 37 new stores we plan to open in fiscal 2009, and a smaller amount will relate to equipment, systems and improvements for our distribution center and support infrastructure. However,
there can be no assurance that the number of stores that we actually open in fiscal 2009 will not be different from the number of stores we plan to open, or that actual fiscal 2009 capital
expenditures will not differ from this expected amount.

We
expect cash flows from operations and available borrowings under our revolving credit facility will be sufficient to meet our foreseeable cash requirements for operations and planned
capital expenditures for at least the next twelve months. Beyond this time frame, if cash flows from operations, and borrowings under our revolving credit facility are not sufficient to meet our
capital requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance that equity or debt financing will be available to us when we need
it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

Net
cash provided by operating activities increased by 4.0 million from $38.3 million in fiscal 2008 compared to $34.3 million in fiscal 2007. The increase was
primarily due to the change in the effect of the tax benefit from stock option exercises from 2007 to 2008, partially offset by a decrease in net income. Net cash provided by operating activities for
fiscal 2007 was $34.3 million compared to $34.2 million for fiscal 2006. The change was primarily due to an increase in net income, offset by an increase in inventory needed to support
50 new stores and a decrease in trade accounts payable due to
the timing of inventory receipts and associated payment in the fourth quarter. In addition, fiscal 2006 cash flow provided by operating activities benefited due to parts of Washington being declared a
federal disaster area due to severe weather in the fourth quarter of fiscal 2006. In accordance with the Presidential Disaster Area tax relief, we deferred our federal income tax payment of
$2.5 million from January 2007 to February 2007. This positively impacted fiscal 2006's cash flow provided by operations and negatively impacted fiscal 2007's cash flow provided by operations.

Net
cash used in investing activities was $11.9 million in fiscal 2008 primarily related to capital expenditures for new store openings and existing store renovations of
$28.3 million partially offset by net sales of marketable securities of $16.4 million. Net cash used in investing activities was $51.2 million in fiscal 2007 primarily related to
capital expenditures for new store openings and existing store renovations of $30.7 million and net purchases of marketable securities of $20.5 million. Net cash used in investing
activities was $44.4 million in fiscal 2006, primarily related to capital expenditures for new store openings and existing store renovations of $22.2, the acquisition of the Fast Forward stores
for $16.5 million and net purchases of marketable securities of $5.7 million.

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Net
cash used by financing activities in fiscal 2008 was $5.3 million primarily related to short term use of bank funds partially offset by proceeds from stock option exercise and
associated tax benefits. Net cash provided by financing activities in the fiscal 2007 was $20.7 million, primarily related to proceeds from stock option exercise and associated tax benefits.
Net cash provided by financing activities in fiscal 2006 was $13.6 million, primarily related to proceeds from stock option exercise and the associated tax benefit and short term use of bank
funds.

We
have a credit agreement with Wells Fargo HSBC Trade Bank, N.A. The credit agreement provides us with a secured revolving credit facility until August 30, 2009 of up to
$25.0 million. The secured revolving credit facility provides for the issuance of standby commercial letters of credit in an amount not to exceed $5.0 million outstanding at any time and
with a term not to exceed 365 days, although the amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby letters of credit
outstanding at that time. There were no outstanding borrowings under the secured revolving credit facility at January 31, 2009 or February 2, 2008. The Company had open letters of credit
outstanding under our secured revolving credit facility of $0.3 million at January 31, 2009 and approximately $0.5 million at February 2, 2008. The secured revolving credit
facility bears interest at floating rates based on the lower of the prime rate (3.25% at January 31, 2009) minus 0.50% or the LIBOR rate (2.00% at January 31, 2009), plus 1% for advances
over $500,000 for a minimum of 30 days and a maximum of 180 days. The credit agreement contains a number of restrictions and covenants that generally limit our ability to, among other
things, (1) incur additional debt, (2) undergo a change in ownership and (3) enter into certain transactions. The credit agreement also contains financial covenants that require
us to meet certain specified financial tests and ratios, including, a minimum net income after taxes of $1.00 for any trailing twelve month period, a maximum total liabilities divided by tangible net
worth of 1.15 and a minimum quick asset ratio of 1.0. Our two most restrictive covenants are our quick asset ratio that essentially precludes us from borrowing to the
extent we were to have no cash, marketable securities or accounts receivable and our net income covenant that requires us make at least $1.00 in net income after taxes for any trailing twelve month
period. All of our personal property, including, among other things, our inventory, equipment and fixtures, has been pledged to secure our obligations under the credit agreement. We must also provide
financial information and statements to our lender. We were in compliance with all such covenants at January 31, 2009.

It
is our intention to enter into a new credit agreement with a financially sound banking institution prior to the expiration of the existing agreement Wells Fargo HSBC Trade Bank, N.A.

Contractual Obligations and Commercial Commitments

There was no material changes outside the ordinary course of business in our contractual obligations during the fiscal year ended
January 31, 2009. Our operating lease obligations are not recognized as liabilities in the financial statements. The following table summarizes the total amount of future payments due under
certain of our contractual obligations and the amount of those payments due in future periods as of January 31, 2009 (in thousands):

Contractual Obligations

Total

Less than
1 Year

1-3 Years

3-5 Years

More than
5 YearsOperating Lease Obligations

$
326,488

$
38,020

$
79,394

$
74,342

$
134,732Purchase Obligations


40,922


40,922








Letters of Credit


338


338








$
367,748

$
79,280

$
79,394

$
74,342

$
134,732


We
occupy our retail stores and combined home office and distribution center under operating leases generally with terms of five to ten years. Some of our leases have early cancellation
clauses,

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which
permit the lease to be terminated by us if certain sales levels are not met in specific periods. Some leases contain renewal options for periods ranging from one to five years under
substantially the same terms and conditions as the original leases. In addition to future minimum lease payments, substantially all of our store leases provide for additional rental payments (or
"percentage rent") if sales at the respective stores exceed specified levels, as well as the payment of common area maintenance charges and real estate taxes. Amounts in the above table do not include
percentage rent, common area maintenance charges or real estate taxes. Most of our lease agreements have defined escalating rent provisions, which we have straight-lined over the term of the lease,
including any lease renewals deemed to be probable. For certain locations, we receive cash tenant allowances and we have reported these amounts as a deferred liability that is amortized to rent
expense over the term of the lease, including any lease renewals deemed to be probable. Rent expense, including common area maintenance and other occupancy costs, was $31.9 million,
$43.5 million and $52.9 million for fiscal 2006, 2007, and 2008, respectively. At January 31, 2009, we had outstanding purchase orders to acquire merchandise from vendors for
approximately $40.0 million. We have an option to cancel these
commitments with no notice prior to shipment. At January 31, 2009, we had approximately $0.3 million of letters of credit outstanding.

Off-Balance Sheet Obligations

Our only off-balance sheet contractual obligations and commercial commitments as of January 31, 2009 related to
operating lease obligations and letters of credit. We have excluded these items from our balance sheet in accordance with generally accepted accounting principles "GAAP." We presently do not have any
non-cancelable purchase commitments. At January 31, 2009 we had outstanding purchase orders to acquire merchandise from vendors for approximately $40.0 million. These
purchases are expected to be financed by cash flows from operations and borrowings under our revolving credit facility. We have an option to cancel these commitments with no notice prior to shipment.
At January 31, 2009 we had approximately $0.3 million of letters of credit outstanding under our revolving credit facility.

Impact of Inflation

We do not believe that inflation has had a material impact on our net sales or operating results for the past three fiscal years. There
can be no assurance that our business will not be affected by inflation in the future.

Quantitative and Qualitative Disclosures About Market Risk

See discussion in Item 7A"Quantitative and Qualitative Disclosures About Market Risk."

Critical Accounting Policies and Estimates

In preparing financial statements in accordance with GAAP, we are required to make estimates and assumptions that have an impact on the
assets, liabilities, revenue and
expense amounts reported. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk, and financial condition. We believe, given current
facts and circumstances that our estimates and assumptions are reasonable, adhere to GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual
results may differ from estimates and estimates may vary as new facts and circumstances arise. In preparing the consolidated financial statements, we make routine estimates and judgments in
determining the net realizable value of accounts receivable, inventory, fixed assets, prepaid assets, goodwill and certain liabilities. See Note 2 to the Consolidated Financial Statements for a
complete discussion of our significant accounting policies. We believe our most critical accounting estimates and assumptions are in the following areas:

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Revenue recognition and sales returns reserve.We recognize revenue upon purchase by customers at our retail store locations or upon
shipment for
orders placed through our website as both title and risk of loss have transferred. Revenue is not recorded on purchase of gift cards. A current liability is recorded upon purchase, and revenue is
recognized when the gift card is redeemed for merchandise.

Revenue
is recorded net of estimated and actual sales returns and deductions for coupon redemptions and other promotions. The Company records the sale of gift cards as a current
liability and recognizes revenue when a customer redeems a gift card. The amount of the gift card liability is determined taking into account our estimate of the portion of gift cards that will not be
redeemed or recovered ("gift card breakage"). Gift card breakage is recognized as revenue after 24 months, at which time the likelihood of redemption is considered remote based on our
historical redemption data. We offer a return policy of 30 days and the estimated sales return reserve is based on projected merchandise returns determined through the use of historical average
return percentages. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our sales return reserve.
However, if the actual rate of sales returns increases significantly, our operating results could be adversely affected.

Valuation of merchandise inventories.We carry our merchandise inventories at the lower of cost or
market. Merchandise inventories may include items that have been written down to our best estimate of their net realizable value. Our decisions to write-down our merchandise inventories
are based on our current rate of sale, the age of the inventory and other factors. Actual final sales prices to our customers may be higher or lower than our estimated sales prices and could result in
a fluctuation in gross margin. These write-downs may have a material adverse impact on earnings, depending on the extent and amount of inventory affected.

We
estimate an inventory shrinkage reserve for anticipated losses for the period. Shrinkage refers to a reduction in inventory due to shoplifting, employee theft and paperwork errors.
The estimate for the shrinkage reserve is calculated based on historical percentages and can be affected by changes in merchandise mix and changes in actual shrinkage trends. We do not believe there
is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our inventory shrinkage reserve. However, if actual physical inventory losses
differ significantly from our estimate, our operating results could be adversely affected.

Impairment of Leasehold Improvements and Equipment.We review leasehold improvements and equipment for impairment whenever events or
changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is determined by a comparison of the carrying amount of an asset to
future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by comparing projected individual store
discounted cash flow to the asset carrying values. Declines in projected store cash flow could result in the impairment of assets. In fiscal 2008 we took a charge for leasehold improvement impairment
of $812,000 based on projected performance of five stores. If our sales and margins decline in fiscal 2009 and beyond additional impairment charges could occur. We do not believe there is a reasonable
likelihood that there will be a material change in the estimates or assumptions we use to calculated leasehold improvements and equipment impairment losses. However, if actual results are not
consistent with our estimates and assumptions, our operating results could be adversely affected.

Other-Than-Temporary Impairment of Investments.We will record an investment impairment charge at the point we believe an
investment has experienced a decline in value that is other-than-temporary. In determining whether an other-than-temporary impairment has occurred, we
review information about the underlying investment that is publicly available such as analyst reports, applicable industry data and other pertinent information, and assess our ability to hold the
security for the foreseeable future. The investment would be written down to its current market value at the time

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the
impairment is deemed to have occurred. Future adverse changes in market conditions, continued poor operating results of underlying investments or other factors could result in further losses that
may not be reflected in an investment's current carrying value, possibly requiring an additional impairment
charge in the future. Any other-than-temporary impairment charge could materially affect our results of operations.

Lease Accounting.The Company occupies its retail stores and combined home office and distribution center under operating leases
generally with terms
of five to ten years. Some of these leases have early cancellation clauses, which permit the lease to be terminated if certain sales levels are not met in specific periods. Some leases contain renewal
options for periods ranging from one to five years under substantially the same terms and conditions as the original leases. Most of the store leases require payment of a specified minimum rent, plus
a contingent rent based on a percentage of the store's net sales in excess of a specified threshold. Most of the lease agreements have defined escalating rent provisions, which are straight-lined over
the term of the related lease, including any lease renewals deemed to be probable. The Company straight-lines and recognizes its rent expense over the term of the lease, plus the construction period
prior to occupancy of the retail location, using a mid-month convention. For certain locations, the Company receives cash tenant allowances and has reported these amounts as a deferred
liability which is amortized to rent expense over the term of the lease.

Income Taxes.As part of the process of preparing the financial statements, income taxes are estimated for each of the jurisdictions in
which we
operate. We calculate income taxes in accordance with SFAS No. 109, Accounting for Income Taxes ("SFAS No. 109"), which requires the use of the asset and liability method and involves
estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included within the balance sheet. The likelihood that deferred tax assets will be recovered from future taxable income is assessed, recognizing that future
taxable income may give rise to new deferred tax assets. To the extent that future recovery is not likely, a valuation allowance would be established. To the extent that a valuation allowance is
established or increased, an expense will be included within the tax provision in the income statement.

Significant
management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred
tax assets. Based on our history of operating earnings, no valuation allowance has been recorded as of January 31, 2009. In the event that actual results differ from these estimates, or these
estimates are adjusted in future periods, a valuation allowance may need to be established, which could impact our financial position and results of operations.

The
Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. FIN 48
prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision
whether to file or not to file in a particular jurisdiction. Under FIN 48, a tax benefit from an uncertain position may be recognized only if it is "more likely than not" that the position is
sustainable based on its technical merits. Provisions for income taxes are based
on numerous factors that are subject to audit by the Internal Revenue Service and the tax authorities in the various jurisdictions in which we do business.

Stock-based compensation.Effective January 29, 2006, we adopted the fair value method of accounting for stock-based compensation
arrangements
in accordance with FASB Statement No. 123(R), Share-Based Payment ("SFAS No. 123(R)"), under provisions of Staff Accounting Bulletin N0. 107 ("SAB 107") using the modified
prospective method of transition. Under the provisions of SFAS No. 123(R), the estimated fair value of share-based awards granted under the 2005 Stock Incentive Plan is recognized as
compensation expense over the vesting period.

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To
determine the fair value of our share-based issuances, we use the Black-Scholes option pricing model, which requires management to apply judgment and make assumptions to determine the
fair value of our awards. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the "expected term"), the estimated
volatility of the price of our common stock over the expected term and an estimate of the number of options that will ultimately be forfeited.

We
calculate a weighted-average expected term using the "simplified method" under the provisions of SAB 107. The "simplified method" calculates the expected term as the average of
the vesting term and original contractual term of the options. We use a historical volatility as we believe that this is representative of future stock price trends. Estimated forfeitures are
calculated based on historical experience. Changes in these assumptions can materially affect the estimate of the fair value of our share-based payments and the related amount recognized in our
Consolidated Financial Statements.

We
recorded $4.4 million of total stock-based compensation expense for the year ended January 31, 2009 of which $0.5 was attributable to the Board of Directors as required
by the provisions of SFAS No. 123(R). The stock-based compensation expense is calculated on an accelerated method for stock options and a straight-line basis for restricted stock
over the vesting periods of the related equity grant. This charge had no impact on our reported cash flows.

At
January 31, 2009 there was $8.6 million of total unrecognized compensation cost related to unvested stock awards of which $0.2 was attributable to the Board of
Directors. This cost is expected to be recognized on a weighted-average basis over a period of approximately three to eight years.

We
account for unvested stock-based employee compensation arrangements granted prior to our initial public offering on the intrinsic value method as allowed by SFAS 123(R).

Goodwill.We evaluate goodwill for impairment annually and when an event occurs or circumstances change to suggest that the carrying
value may not be
recoverable. We test goodwill for impairment by first comparing the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying
value, a second step is performed to compute the amount of impairment. We estimate fair value using discounted cash flows of reporting units. Forecasts of future cash flow are based on our best
estimate of future net sales and operating expenses. In this process, a fair value for goodwill is estimated and compared to its carrying value. The shortfall of the fair value below carrying value
represents the amount of goodwill impairment. Changes in these forecasts could significantly change the amount of impairment recorded, if any.

The
financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate and through
our stock price that we use to determine our market capitalization. During times of volatility, significant judgment must be applied to determine whether credit or stock price changes are a
short-term swing or a longer-term trend.

Recently Issued Accounting Pronouncements

In February 2008, the Financial Accounting Standards Board ("FASB") issued FSP No. SFAS 157-2, which delays the
effective date of SFAS No. 157, "Fair Value Measurements," for nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Nonfinancial assets and nonfinancial liabilities would include all assets and liabilities
other than those meeting the definition of a financial asset or financial liability as defined in paragraph 6 of SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities." This FASB Staff Position defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008, and interim periods within

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those
fiscal years for items within the scope of FSP No. SFAS 157-2. We are currently evaluating the effects, if any, that FSP No. SFAS 157-2 may have on our
consolidated financial statements.

In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS No, 141(R)"), which replaces SFAS
No. 141,"Business Combinations"("SFAS No. 141"). SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that
all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No. 141(R) changed the method of applying the acquisition
method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; non-controlling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will
affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual
period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS
No. 109, "Accounting for Income Taxes," such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the
effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not permitted. The Company does not expect the adoption of SFAS No. 141(R)
to have a material effect on its consolidated financial position or results of operations.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements." SFAS
No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements" and requires (i) classification of
non-controlling interests, commonly referred to as minority interests, within stockholders' equity, (ii) net income to include the net income attributable to the
non-controlling interest and (iii) enhanced disclosure of activity related to non-controlling interests. SFAS No. 160 is effective for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 to have a material effect on the consolidated financial statements.

In
April 2008, the FASB issued FASB Staff Position 142-3,Determination of the Useful Lives of Intangible Assets("FSP
142-3"), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB
No. 142,Goodwill and Other Intangible Assets. The intent of FSP 142-3 is to improve the consistency between the useful life of a
recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other U.S. generally accepted
accounting principles. FSP No. 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP
No. 142-3 to have a material effect on the consolidated financial statements.

In
May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162").
SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company
Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." This statement will not have an
impact on the Company's consolidated financial statements.

In
October 2008, the FASB issued FSP No. SFAS 157-3 ("FSP 157-3"), "Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active." FSP 157-3 clarifies the application of

42

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Table of Contents

SFAS
No. 157, "Fair Value Measurements," in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. FSP157-3 is effective immediately, including prior periods for which financial statements have not been issued. The Company has adopted FSP
157-3 effective with the financial statements ended November 1, 2008. The adoption of FSP 157-3 had no impact on the Company's consolidated financial statements for the
year ended January 31. 2009.

Risk Factors, Issues and Uncertainties

Please refer to the information set forth under Item 1A above for a discussion of risk factors, issues and uncertainties that
our business faces.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are susceptible to market value fluctuations with regard to our short-term investments. However, due to the relatively
short maturity period of those investments and our intention and ability to hold those investments until maturity, the risk of material market value fluctuations is not expected to be significant.

During
different times of the year, due to the seasonality of our business, we may borrow under our revolving credit facility. To the extent we borrow under our revolving credit
facility, which bears interests at floating rates based either on the prime rate or LIBOR, we are exposed to market risk related to changes in interest rates. At January 31, 2009 we had no
borrowings outstanding under our credit facility. We are not a party to any derivative financial instruments. Fluctuations in interest rates did not have a material effect on the results of operations
in fiscal 2008.

Interest Rate Risk

Our earnings are affected by changes in market interest rates as a result of our short-term and long-term
investments in tax-exempt U.S. treasuries, municipal bonds, taxable agency bonds, and auction rate securities, which have long-term contractual maturities but feature variable
interest rates that reset at short-term intervals. We also invest in long-term agency bonds. If our current portfolio average yield rate decreases by 10% in fiscal 2009, our
income before taxes will decrease by approximately $0.2 million. Our current expectation is that our investment yields will be lower in 2009 due to historically low interest rates. These
amounts are determined by considering the impact of the hypothetical yield rates on our cash, short-term and long-term investment balances. These analyses do not consider the
effects of the reduced level of overall investments that could happen in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further
mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our
investments structure.

Item 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information with respect to this item is set forth in "Index to the Consolidated Financial Statements," under "Part IV,
Item 15" of this report.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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Item 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation, under the supervision and with the participation of our
management,
including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities
Exchange Act Rule 13a-15(e)). Based on this evaluation, our CEO and CFO concluded that, as of January 31, 2009 our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting.There has been no change in our internal control over financial reporting (as
defined in
Securities Exchange Act Rule 13a-15(f)) during the quarter ended January 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. The effectiveness of Zumiez Inc. internal control over financial reporting as of January 31, 2009 has been audited by Moss Adams LLP, the
Company's independent registered public accounting firm, as stated in their report which appears herein.

Management's
Report on Internal Control Over Financial Reporting is included in this Form 10-K under Part III, Item 15, "Exhibits and Consolidated
Financial Statements."

Item 9B.    OTHER INFORMATION

None.

PART III

Item 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors and nominees for directorship is presented under the headings "Election of Directors," in our
definitive proxy statement for use in connection with our 2009 Annual Meeting of Shareholders (the "Proxy Statement") that will be filed within 120 days after our fiscal year ended
January 31, 2009 and is incorporated herein by this reference thereto. Information concerning our executive officers is set forth under the heading "Executive Officers" in our Proxy Statement,
and is incorporated herein by reference thereto. Information regarding compliance with Section 16(a) of the Exchange Act, our code of conduct and ethics and certain information related to the
Company's Audit Committee and Governance Committee is set forth under the heading "Corporate Governance" in our Proxy Statement, and is incorporated herein by reference thereto.

Item 11.    EXECUTIVE COMPENSATION

Information regarding the compensation of our directors and executive officers and certain information related to the Company's
Compensation Committee is set forth under the headings "Executive Compensation," "Director Compensation," "Compensation Discussion and Analysis," "Compensation Committee Report" and "Compensation
Committee Interlocks and Insider Participation" in our Proxy Statement, and is incorporated herein by this reference thereto.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management is set forth under the headings "Security
Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement, and is incorporated herein by this reference thereto.

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Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence is presented under the heading
"Corporate Governance" in our Proxy Statement, and is incorporated herein by this reference thereto.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accounting fees and services is presented under the heading "Fees Paid to Independent Registered
Public Accounting Firm for Fiscal Year 2008 and 2007" in our Proxy Statement, and is incorporated herein by this reference thereto.

PART IV

Item 15.    EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS.



45

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MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Zumiez Inc. (the "Company") is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company's internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This
process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the
Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements, and can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Furthermore, because of changes in conditions, the effectiveness of internal control may vary over time.

The
Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial
reporting as of January 31, 2009. Management's assessment was based on criteria described in theInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that assessment, the Company's management concluded that the
Company's internal control over financial reporting was effective as of January 31, 2009.

The
effectiveness of Zumiez Inc. internal control over financial reporting as of January 31, 2009 has been audited by Moss Adams LLP, the Company's independent
registered public accounting firm, as stated in their report which appears herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZUMIEZ INC./s/ RICHARD M. BROOKS, Jr. Signature

3/23/09 DateBy:

Richard M. Brooks, Jr.,
Chief Executive Officer, Director/s/ TREVOR S. LANG Signature

3/23/09 DateBy:

Trevor S. Lang, Chief Financial Officer
and Secretary (Principal Accounting
Officer)


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

/s/ THOMAS D. CAMPION Signature
Thomas D. Campion, Chairman

3/23/09 Date/s/ DAVID DEMATTEI Signature
David DeMattei, Director

3/23/09 Date/s/ GERALD F. RYLES Signature
Gerald F. Ryles, Director

3/23/09 Date/s/ WILLIAM M. BARNUM, JR. Signature
William M. Barnum, Jr., Director

3/23/09 Date/s/ JIM WEBER Signature
Jim Weber, Director

3/23/09 Date/s/ MATTHEW L. HYDE Signature
Matthew L. Hyde, Director

3/23/09 Date


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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of
Zumiez Inc.

We
have audited Zumiez Inc.'s internal control over financial reporting as of January 31, 2009, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("the COSO criteria"). The Company's management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control. Our audit also includes performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, Zumiez Inc. maintained effective internal control over financial reporting as of January 31, 2009, in all material respects, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Zumiez Inc. as of
January 31, 2009 and February 2, 2008, and the related consolidated statements of operations, shareholders' equity, and cash flows for the periods ended January 31, 2009,
February 2, 2008 and February 3, 2007 and our report dated March 20, 2009 expressed an unqualified opinion thereon.

/s/
Moss Adams LLP

Seattle,
Washington
March 20, 2009

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTSYears ended February 3, 2007, February 2, 2008, and January 31, 2009



Reports of Independent Registered Public Accounting
Firms

50Consolidated Balance Sheets

51Consolidated Statements of Operations

52Consolidated Statements of Changes in Shareholders' Equity

53Consolidated Statements of Cash Flows

54Notes to Consolidated Financial Statements

55


49

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of
Zumiez Inc.

We
have audited the accompanying consolidated balance sheets of Zumiez Inc. as of January 31, 2009 and February 2, 2008 and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the periods ended January 31, 2009, February 2, 2008 and February 3, 2007. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zumiez Inc. as of January 31,
2009 and February 2, 2008 and the results of its operations and its cash flows for the periods ended January 31, 2009, February 2, 2008 and February 3, 2007 in conformity
with accounting principles generally accepted in the United States of America.

As
discussed in Notes 2 and 5 to the consolidated financial statements, on February 3, 2008, the Company adopted Statement of Financial Accounting Standards No. 157,
"Fair Value Measurements."

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Zumiez Inc.'s internal control over financial reporting as
of January 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated
March 20, 2009 expressed an unqualified opinion.

/s/
Moss Adams LLP

Seattle,
Washington
March 20, 2009

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ZUMIEZ INC.  CONSOLIDATED BALANCE SHEETS  (In thousands, except share amounts)

February 2,
2008

January 31,
2009AssetsCurrent assetsCash and cash equivalents

$
11,945

$
33,057Marketable securities


64,587


45,525Receivables


4,775


4,555Inventory


48,721


51,974Prepaid expenses and other


4,440


5,614Deferred tax assets


1,089


2,588Total current assets


135,557


143,313Leasehold improvements and equipment, net


65,937


73,932Goodwill and other intangibles


13,154


13,236Marketable securitieslong term





1,767Deferred tax assets


1,447


1,101Total long-term assets


80,538


90,036Total assets

$
216,095

$
233,349Liabilities and Shareholders' EquityCurrent liabilitiesTrade accounts payable

$
19,672

$
15,909Book overdraft


7,384


Accrued payroll and payroll taxes


5,097


4,739Income taxes payable


47


238Current portion of deferred rent and tenant allowances


2,136


2,735Other accrued liabilities


9,060


7,600Total current liabilities


43,396


31,221Long-term deferred rent and tenant allowances, less current portion


18,097


24,177Total liabilities


61,493


55,398Commitments and contingencies (Note 10)Shareholders' equityPreferred stock, no par value, 20,000,000 shares authorized; none issued and outstanding





Common stock, no par value, 50,000,000 shares authorized; 29,002,852 shares issued and outstanding at February 2, 2008, 29,533,067 shares issued and
outstanding at January 31, 2009


69,297


75,789Accumulated other comprehensive income


464


117Retained earnings


84,841


102,045Total shareholders' equity


154,602


177,951Total liabilities and shareholders' equity

$
216,095

$
233,349


See
acccompanying notes to consolidated financial statements

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Table of Contents

ZUMIEZ INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except share and per share amounts)

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Net sales

$
298,177

$
381,416

$
408,669Cost of goods sold


189,959


244,429


274,134Gross profit


108,218


136,987


134,535Selling, general and administrative expenses


75,774


98,042


109,927Operating profit


32,444


38,945


24,608Interest income, net


1,178


1,722


2,059Other income (expense)


(16
)

3


36Earnings before income taxes


33,606


40,670


26,703Provision for income taxes


12,750


15,344


9,499Net income

$
20,856

$
25,326

$
17,204Basic net income per share

$
0.76

$
0.89

$
0.59Diluted net income per share

$
0.73

$
0.86

$
0.58Weighted average shares used in computation of earnings per share:Basic


27,542,891


28,608,818


29,126,889Diluted


28,703,037


29,322,337


29,694,112


See
accompanying notes to consolidated financial statements

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ZUMIEZ INC.  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY  (In thousands)

Common Stock



Other
Comprehensive
Income
(Loss)Employee
Stock
Options

Retained
EarningsShares

Amount

TotalBalance at January 28, 2006


27,259

$
34,770

$
260

$
(5
)
$
38,659

$
73,684Exercise of common stock options, including tax benefit of $6,822


622


8,228











8,228Stock based compensation





2,313


(260
)







2,053Unrealized (losses), net











(9
)




(9
)Net income














20,856


20,856Balance at February 3, 2007


27,881


45,311





(14
)

59,515


104,812Exercise of common stock options, including tax benefit of $16,527


1,122


19,417











19,417Stock based compensation





4,569











4,569Unrealized gains, net











478





478Net income














25,326


25,326Balance at February 2, 2008


29,003


69,297





464


84,841


154,602Exercise of common stock options, including tax benefit of $1,173


530


2,102











2,102Stock based compensation





4,390











4,390Unrealized (losses), net of tax of $213











(347
)




(347
)Net income














17,204


17,204Balance at January 31, 2009


29,533

$
75,789

$


$
117

$
102,045

$
177,951


See accompanying notes to consolidated financial statements

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ZUMIEZ INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Cash flows from operating activities:Net income

$
20,856

$
25,326

$
17,204Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


10,499


14,762


19,470Deferred tax expense


(1,306
)

(1,826
)

(1,221
)Stock-based compensation expense


2,053


4,569


4,390Loss on disposal of assets


132


119


271Impairment of long-lived asets








812Loss (Gain) from sales of marketable securities, net


17


(2
)

(36
)Excess tax benefit from stock options


(6,822
)

(16,527
)

(1,173
)Changes in operating assets and liabilities:Receivables


(1,309
)

448


220Inventory


(198
)

(6,564
)

(3,253
)Prepaid expenses and other


(2,713
)

(847
)

(1,174
)Trade accounts payable


(3,371
)

(4,492
)

(3,763
)Accrued payroll and payroll taxes


330


313


(358
)Income taxes payable


10,112


9,976


1,364Other accrued liabilities


1,506


2,244


(1,460
)Deferred rent and tenant allowances


4,409


6,787


7,044Net cash provided by operating activities


34,195


34,286


38,337Cash flows from investing activities:Additions to leasehold improvements and equipment


(22,160
)

(30,722
)

(28,349
)Acquisitions, net of cash acquired


(16,542
)




Purchases of marketable securities


(157,433
)

(143,957
)

(82,607
)Sales and maturities of marketable securities


151,785


123,459


99,013Net cash used in investing activities


(44,350
)

(51,220
)

(11,943
)Cash flows from financing activities:Change in book overdraft


6,083


1,301


(7,384
)Payments on revolving credit facility


(732
)




Proceeds from exercise of stock options


1,406


2,890


929Excess tax benefit from stock options


6,822


16,527


1,173Net cash provided by (used in) financing activities


13,579


20,718


(5,282
)Net increase in cash and cash equivalents


3,424


3,784


21,112Cash and cash equivalents, beginning of period


4,737


8,161


11,945Cash and cash equivalents, end of period

$
8,161

$
11,945

$
33,057Supplemental disclosure on cash flow information:Cash paid during the period for interest

$


$
4

$
11Cash paid during the period for income taxes


4,027


7,324


9,422Non-cash operating activitydispositon of gift card breakage liability





303


Non-cash investing activityacquisition costs in other accrued liabilities





250





See accompanying notes to consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature and Ownership of Business and Basis of Presentation

Nature of BusinessZumiez Inc. (the "Company") is a leading specialty retailer of action sports related apparel, footwear, equipment and
accessories operating under the Zumiez brand name. As of January 31, 2009 the Company operated 343 stores primarily located in shopping malls, giving the Company a presence in 31 states. The
Company's stores cater to young men and women between the ages of 12 and 24 who seek popular brands representing a lifestyle centered on activities that include skateboarding, surfing, snowboarding,
bicycle motocross (or "BMX") and motocross. The Company supports the action sports lifestyle and promotes its brand through a multi-faceted marketing approach that is designed to integrate its brand
image with its customers' activities and interests. In addition, the Company operates a website which sells merchandise online and provides content and a community for its target customers. The
Company, based in Everett, WA, was formed in August 1978 and operates within one reportable segment.

Fiscal YearThe Company uses a fiscal calendar widely used by the retail industry that result in a fiscal year consisting of a 52- or
53- week period ending on the Saturday closest to January 31. Each fiscal year consists of four 13-week quarters, with an extra week added to the fourth quarter every
five or six years. Fiscal 2007 and fiscal 2008 were 52-week periods ended February 2, 2008 and January 31, 2009 respectively. Fiscal 2006 was a 53-week period
ended February 3, 2007.

Stock SplitOn March 15, 2006 the Company's Board of Directors approved a two for one stock split of the Company's common stock that was
effected by a share dividend and became effective April 19, 2006. All reference to shares in the consolidated financial statements and the
accompanying notes, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the stock split on a retroactive basis. Previously
awarded stock options in the Company's common stock have been retroactively adjusted to reflect the stock split.

Basis of PresentationThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). The consolidated financial statements include the accounts of Zumiez Inc. and its subsidiary, Zumiez Nevada, LLC. All significant
intercompany transactions and balances are eliminated in consolidation.

Revision to Previously Issued Statements of Cash FlowsPrior to fiscal 2007 the Company classified tenant allowances received from landlords as a
reduction of leasehold improvements and equipment in the cash flows from investing activities section of the consolidated statements of cash flows. The appropriate classification is to include tenant
allowances in deferred rent, which is included in net cash provided by operating activities. For the fiscal year ended February 3, 2007 we corrected the classification of tenant allowances in
the consolidated statement of cash flows. The effect of this adjustment was to increase cash used in investing activities and to increase net cash flow provided by operating activities by
$4.3 million for fiscal 2006. There was no impact on the net increase in cash and cash equivalents on the consolidated statement of cash flows. The Company has determined these adjustments were
not material and has properly classified tenant allowances in the statement of cash flows for the fiscal year ended February 3, 2007.

2. Summary of Significant Accounting Policies

Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

and
expenses during the reporting period. These estimates can also affect supplemental information disclosed by the Company, including information about contingencies, risk, and financial condition.
In preparing the financial statements, the Company makes routine estimates and judgments in determining the net realizable value of accounts receivable, inventory, fixed assets, and accrued
liabilities. Some of the more significant estimates include the allowance for sales returns, the reserve for inventory valuation estimates, medical and dental insurance reserve and the expected useful
lives of fixed assets. Actual results could differ from those estimates.

Concentration of RiskThe Company maintains its cash and cash equivalents in accounts with major financial institutions in the United States of
America, in the form of demand deposits, certificates of deposits and money market accounts. Deposits in this bank may exceed the amounts of federal deposit insurance provided on such deposits. The
Company has not experienced any losses on its deposits of cash and cash equivalents. The Company's accounts receivable are substantially comprised of credit card purchases from customers and are
typically settled within two to three days.

Restricted CashAt January 31, 2009 the Company had no restricted cash. At February 2, 2008 the Company had $250,000 of restricted cash
held in escrow related to the fiscal 2006 acquisition of twenty stores from Fast Forward.

Marketable SecuritiesAt January 31, 2009 and February 2, 2008, marketable securities, classified as available for sale, were
$47.3 million and $64.6 million, respectively, and consisted of state and local municipal, U.S. treasury reserves and U.S. agency debt instruments with original maturities over
90 days. As of January 31, 2009, we had $1.8 million invested, net of temporary impairment charge of $0.2 million, in auction rate securities which are classified as long
term available-for-sale marketable securities on our consolidated balance sheet.

Auction
rate securities are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at
pre-determined calendar intervals. This mechanism generally allows existing investors to rollover their holdings and to continue to own their respective securities or liquidate their
holdings by selling their securities at par value. Prior to February 3, 2008, we invested in these securities for short periods of time as part of our cash management program. However, the
uncertainties in the credit markets, that began in early 2008, have prevented us and other investors from liquidating holdings of auction rate securities in recent auctions for these securities
because the amount of securities submitted for sale has exceeded the amount of purchase orders. Should the auctions continue to fail, we anticipate we have the ability to hold these securities until
the liquidity in the market improves. These investments are fully collateralized by the United States government and are insured against loss of principal and interest by a bond insurer whose credit
rating is Baa1 by Moody's Investors Services. Although we are uncertain as to when the liquidity issues relating to these investments will improve, we consider these issues to be only temporary. It is
possible that further declines in fair value may occur, and those declines, if any, would be recognized in our consolidated balance sheet as "accumulated other comprehensive income." If we deem these
losses to be other than temporary we will realize these loses in our statement of operations. We continue to monitor the market for auction rate securities and consider its impact, if any, on the fair
market value of the investments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

ReceivablesAt January 31, 2009 and February 2, 2008, receivables include, tenant allowances receivable, credit cards receivable,
interest receivable, employee receivables and other.

Fiscal Year EndedFebruary 2,
2008

January 31,
2009Tenant allowances receivable

$
1,334

$
901Credit cards receivable


2,108


1,884Interest receivable


557


418Employee receivables


257


410Vendor credits


324


483Other receivables


175


459$
4,755

$
4,555


The
company does not extend credit to its customers except through independent third-party credit cards which are generally collected in several business days.

Merchandise InventoriesMerchandise inventories are valued at the lower of cost or market. The cost of merchandise inventories are based upon an
average cost methodology. Merchandise inventories may include items that have been written down to the Company's best estimate of their net realizable value. The Company's decisions to
write-down its merchandise inventories are based on its current rate of sale, the age of the inventory and other factors. Actual final sales prices to customers may be higher or lower than
the Company's estimated sales prices and could result in a fluctuation in gross profit. Historically, any additional write-downs have not been significant to the Company. We have reserved for
inventory as of January 31, 2009 and February 2, 2008 in the amounts of approximately $3.6 million and $3.0 million, respectively. The inventory reserve includes inventory
whose estimated market value is below cost and an estimate for inventory shrinkage. The inventory related to these reserves is not marked up in subsequent periods.

Leasehold Improvements and EquipmentLeasehold improvements and equipment are stated at cost less accumulated depreciation utilizing the
straight-line method over the assets' estimated useful lives. The useful lives of our major classes of assets are as follows:

Leasehold improvements

Lesser of 7 years or the term of the leaseFixtures

3 to 7 yearsComputer equipment, software, store equipment & other

3 - 5 years


The
cost and related accumulated depreciation of assets sold or otherwise disposed of is removed from the accounts and the related gain or loss is reported in the consolidated statement
of operations.

Valuation of Long-Lived AssetsThe Company reviews the carrying value of long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying value of such assets may not be recoverable. Measurement of the impairment loss is based on the fair value of the asset or group of assets.
Generally, fair value will be determined using accepted valuation techniques, such as the present value of expected future cash flows.

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2. Summary of Significant Accounting Policies (Continued)

During
the fourth quarter of fiscal 2008, management performed a review of the carrying value of long-lived assets conducted in accordance with SFAS No. 144
"Accounting for the Impairment or Disposal of long-Lived Assets." The review revealed that five stores were underperforming in fiscal 2008.
Accordingly, a non-cash impairment charge of $812,000 was included in selling, general and administrative expenses for the 2008 fiscal year.

Fair Value of Financial InstrumentsStatement of Financial Accounting Standards No. 107 "Disclosures about Fair Value
of Financial Instrument" ("SFAS No. 107"), requires management to disclose the estimated fair value of certain assets and liabilities as financial instruments. Financial
instruments are generally defined by SFAS No. 107 as cash, evidence of ownership interest in an entity, or a contractual obligation that both conveys to one entity a right to receive cash or
other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity. At January 31, 2009 and
February 2, 2008 the carrying amounts of cash and cash equivalents, receivables, payables and other accrued liabilities approximated fair value because of the short maturity of these financial
instruments. The carrying value of marketable securities, excluding auction rate securities described below, approximate the fair value because these financial instruments have floating interest rates
which reflect current market conditions.

Statement
of Financial Accounting Standards No. 157 "Fair Value Measurements." defines fair value, establishes framework for
measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. In October 2008, the FASB, issued FSP No.
SFAS 157-3 ("FSP 157-3"), "Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. "FSP 157-3 clarifies the application
of SFAS No. 157, "Fair Value Measurements," in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. Contractual maturities of investments underlying our available-for-sale securities at January 31, 2009 included
$1.8 million in auction rate securities, net of $0.2 million temporary impairment. Based on current market conditions, auctions related to these securities may be unsuccessful at the
scheduled auctions in fiscal 2009.
Unsuccessful auctions could result in our holding securities beyond their next scheduled auction reset dates if a secondary market does not develop; therefore, limiting the short-term
liquidity of these investments.

Deferred Rent, Rent Expense and Tenant AllowancesThe Company occupies its retail stores and combined home office and distribution center under
operating leases generally with terms of five to ten years. Some of these leases have early cancellation clauses, which permit the lease to be terminated if certain sales levels are not met in
specific periods. Some leases contain renewal options for periods ranging from one to five years under substantially the same terms and conditions as the original leases. Most of the store leases
require payment of a specified minimum rent, plus a contingent rent based on a percentage of the store's net sales in excess of a specified threshold. Most of the lease agreements have defined
escalating rent provisions, which are straight-lined over the term of the related lease, including any lease renewals deemed to be probable. The Company straight-lines and recognizes its rent expense
over the term of the lease, plus the construction period prior to occupancy of the retail location, using a mid-month convention. For certain locations, the Company receives cash tenant
allowances and has reported these amounts as a deferred liability which is amortized to rent expense over the term of the lease. Also included in rent expense are payments of real estate taxes,
insurance and certain common area and maintenance costs in addition to the future minimum operating lease payments. All other pre-opening costs are expensed as incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Goodwill and Other Intangible AssetsIn accordance with Statement of Financial Accounting Standards No. 142,
"Accounting for Goodwill and Other Intangible Assets" ("SFAS No. 142"), the Company does not amortize goodwill derived from purchase business
combinations. The Company evaluates the recoverability of goodwill annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its
carrying amount, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Additional
impairment assessments may be performed on an interim basis if the Company encounters events or changes in circumstances that would indicate that, more likely than not, the book value of goodwill has
been impaired. There was no impairment of goodwill in the 2008, 2007 and 2006 fiscal years.

Other Accrued LiabilitiesAt January 31, 2009 and February 2, 2008 other liabilities consisted of the following:

Fiscal Year EndedFebruary 2,
2008

January 31,
2009Accrued Payables

$
3,475

$
2,564Gift cards payable


3,033


3,061Accrued sales tax


1,793


1,425Other current liabilities


759


550$
9,060

$
7,600


Income TaxesThe provision for income taxes includes both current and deferred tax expenses. Current tax expense is the amount associated with current
operating results. The Company follows the liability method of accounting for income taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences
of temporary differences between the carrying amounts and the tax bases of the assets and liabilities. Valuation allowances may be established when necessary to reduce deferred tax assets to the
amount expected to be realized.

Comprehensive IncomeComprehensive income represents all changes in equity during a period except those resulting from investments by and
distributions to shareholders. Comprehensive income for fiscal 2008, 2007 and 2006 was $17.3 million, $ 25.8 million and $20.8 million, respectively comprised of net income plus
or (minus) net unrealized gains or (losses) on our available-for-sale securities.

Revenue RecognitionSales are recognized upon purchase at the Company's retail store locations or upon shipment for orders placed through the
Company's website as both title and risk of loss have transferred. Taxes collected from the Company's customers are and have been recorded on a net basis. The Company records the sale of gift cards as
a current liability and recognizes revenue when a customer redeems a gift card. The amount of the gift card liability is determined taking into account our estimate of the portion of gift cards that
will not be redeemed or recovered ("gift card breakage"). Gift card breakage is recognized as revenue after 24 months, at which time the likelihood of redemption is considered remote based on
our historical redemption data. The Company reports shipping revenues and costs within sales and cost of goods sold, respectively. The Company accrues for estimated sales returns by customers based on
historical sales return results. The allowance for sales returns as of January 31, 2009, February 2, 2008 and February 3, 2007 was approximately $282,000,

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2. Summary of Significant Accounting Policies (Continued)

$279,000
and $275,000, respectively. The Company offers a return policy of 30 days. The Company has the right to assess gift card dormancy fees in certain states, but has historically not done
so.

The
Company entered into an agreement with an independent third party that assumed the unredeemed liability for gift cards that had not yet reached the statutory term for unclaimed
property. As a result of the agreement, certain third-party claims on unredeemed gift cards for the State of Delaware have been removed, thus allowing the company to recognize additional revenue of
approximately $303,000 in fiscal 2007.

The
Company operates exclusively in the retail apparel industry in which the Company distributes, designs and produces clothing, accessories and related products catering to the
teenage/young adult demographic through primarily mall-based retail stores. The Company has identified one operating segment as defined by Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131"). The company accounts for its business
operation as one reportable segment based on the similar nature of products sold, production, merchandising and distribution processes involved, target customers, and economic characteristics.

The
Company presents its merchandise assortment as a percentage of net sales for the following categories: "Men's," which includes men's apparel; "Women's," which includes women's
apparel; and "Accessories and Other," which includes all other merchandise (e.g., hardgoods, accessories, footwear, etc.). The percentage of net sales for each of the aforementioned categories
for fiscal 2006, fiscal 2007 and fiscal 2008 was as follows:

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Men's


31.9
%

32.4
%

30.6
%Women's


15.4
%

15.4
%

14.2
%Accessories and Other


52.7
%

52.2
%

55.2
%Total


100.0
%

100.0
%

100.0
%


Cost of Goods SoldCost of sales consists of branded merchandise costs, and our private label merchandise including design, sourcing, importing and
inbound freight costs. Our cost of sales also includes markdowns, shrinkage, certain promotional costs and buying, occupancy and warehousing costs. This may not be comparable to the way in which the
Company's competitors or other retailers compute their cost of goods sold. In fiscal 2006 the Company reported shipping costs on ecommerce sales in selling, general and administrative expense. During
2007 the Company reclassified these costs to costs of goods sold. For fiscal 2006 the company reclassified approximately $349,000 of these costs from selling, general and administrative expense to
cost of goods sold to conform to fiscal 2007 presentation. The Company does receive insignificant amounts of cash consideration from vendors which have been reported as a reduction of expenses or
inventory on hand as the amounts are reimbursements of specific, incremental and identifiable costs of selling the vendors' products.

With
respect to the freight component of our ecommerce sales, we arrange and pay the freight for our customers and bill them for this service. Such amounts billed are included in revenue
and the related freight cost is charged to cost of goods sold. For fiscal years ended January 31, 2009, February 2, 2008, and February 3, 2007, the Company incurred shipping costs
related to ecommerce sales of approximately $799,000, $534,000 and $349,000 respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Selling, General and Administrative ExpenseSelling, general and administrative expenses consist primarily of store personnel wages and benefits,
administrative staff and infrastructure expenses, store supplies, depreciation on leasehold improvements at the home office and stores, facility expenses, training, and advertising and marketing
costs. Credit card fees, insurance and other miscellaneous operating costs are also included in selling, general and administrative expenses. This may not be comparable to the way in which the
Company's competitors or other retailers compute their selling, general and administrative expenses.

AdvertisingThe Company expenses advertising costs as incurred. Advertising expenses are net of sponsorships. Advertising expense was approximately
$763,000, $748,000 and $651,000 in fiscal years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively.

Stock CompensationThe Company maintains several stock incentive plans under which non-qualified stock options, incentive stock options
and restricted stock have been granted to employees and non-employee directors. The Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board
("FASB") Statement No. 123(R),Share-Based Payment("SFAS No. 123(R)"). Under the provisions of SFAS No. 123(R), the estimated fair
value of share-based awards granted under the 2005 Stock Incentive Plan is recognized as compensation expense over the vesting period.

The
fair value of stock option grants are estimated on the date of grant using the Black-Scholes option pricing method with the following weighted-average assumptions used for grants
issued during the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007.

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Dividend yield


0.0
%

0.0
%

0.0
%Volatility rate


35.0
%

53.4
%

55.4
%Average expected life (in year):Expected livesEight years


6.38


6.38


7.25Expected livesFive years


6.00


6.00


6.50Average risk-free interest rate


4.77
%

4.55
%

2.77
%


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2. Summary of Significant Accounting Policies (Continued)

The
following table summarizes the Company's stock option activity for the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007 (in thousands
except weighted-average exercise price):

Stock Options

Grant Date
Weighted
Average
Exercise PriceOutstanding at January 28, 2006


2,812

$
1.95Granted


517

$
27.91Exercised


(611
)
$
1.37Forfeited


(43
)
$
23.13Outstanding at February 3, 2007


2,675

$
6.76Granted


515

$
36.54Exercised


(1,095
)
$
2.05Forfeited


(137
)
$
17.55Outstanding at February 2, 2008


1,958

$
16.29Granted


160

$
14.25Exercised


(211
)
$
2.46Forfeited


(114
)
$
28.20Outstanding at January 31, 2009


1,793

$
17.13Exercisable at January 31, 2009


712

$
11.37


During
the fiscal year ended January 31, 2009 the Company granted 160,000 stock options with a Black-Scholes weighted average fair value of $7.89 and a weighted average exercise
price of $14.25. In connection with these grants of stock options, the Company recognized approximately $509,400 in stock-based compensation expense during the fiscal year ended January 31,
2009.

The
following table summarizes the Company's restricted stock activity for the year ended January 31, 2009, and February 2, 2008 (in thousands except weighted-average
exercise price):

Restricted
Stock

Grant Date
Weighted
Average
Exercise Price

Intrinsic
Value (1)Outstanding February 3, 2007







$
Granted


16

$
37.19


Outstanding at February 2, 2008


16

$
37.19


320,640Granted


333

$
14.52


Vested


(5
)
$
37.54


Forfeited


(59
)
$
14.05


Outstanding at January 31, 2009


285

$
15.49

$
2,034,053


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

During
the year ended January 31, 2009, the Company granted approximately 333,000 shares of restricted stock with a weighted average fair market value on the date of grant of
$14.52 per share. In connection with these grants, the Company recognized approximately $828,000 in stock-based compensation expense during the year ended January 31, 2009 of which
approximately $155,000 was attributable to the Board of Directors.

During
the year ended January 31, 2009, the Company issued 40,000 shares of performance-based restricted stock based upon predetermined earnings milestones. The performance-based
milestones were not met, the restricted stock did not vest, and any compensation expense we had recognized to date was reversed.

The
Company recorded approximately $4.4 million, $4.6 million and $2.1 million of total stock-based compensation expense for the years ended January 31, 2009,
February 2, 2008, and February 3, 2007, of which approximately $0.5 million, $0.8 million and $0.3 million, respectively, was attributable to the Board of Directors.
The stock-based compensation expense is calculated on an accelerated method for stock options and a straight-line basis for restricted stock over the vesting periods of the related equity
grant. This charge had no impact on the Company's reported cash flows. For the years ended January 31, 2009, February 2, 2008, and February 3, 2007, the Company recorded
approximately $0.2 million each year, respectively, in stock based compensation expense pursuant to APB 25. At January 31, 2009 and February 2, 2008, there was
approximately $8.6 million and $9.2 million, respectively, of total unrecognized compensation cost related to unvested stock options and restricted stock grants of which approximately
$0.2 million and $0.5 million respectively, was attributable to the Board of Directors. This cost is expected to be recognized over a weighted-average period of approximately three to
eight years.

Net Income per ShareBasic net income per share is based on the weighted average number of common shares outstanding during the period. Diluted net
income per share is based on the weighted average number of common shares and common share equivalents outstanding during the period. Common share equivalents included in the computation represent
shares issuable upon assumed exercise of outstanding stock options and non-vested restricted stock. Potentially anti-dilutive securities not included in the calculation of
diluted earnings per share include options to purchase common stock where the option exercise price is greater than the average market price of the Company's common stock during the period reported.
Total anti-dilutive common stock options not included in the calculation of diluted earnings per share were approximately 814,000, 130,000 and 40,000 for the fiscal years ended
January 31, 2009, February 2, 2008 and February 3, 2007, respectively.

Merchandise RiskThe Company's success is largely dependent upon its ability to gauge the fashion tastes of its customers and provide merchandise that
satisfies customer demand. Any
inability to provide appropriate merchandise in sufficient quantities in a timely manner could have a material adverse effect on the Company's business, operating results and financial condition.



In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS 141No. (R),") which replaces SFAS No. 141, "Business Combinations" ("SFAS No. 141").
SFAS No. 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of
accounting but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred;
non-controlling interests will be valued at fair

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2. Summary of Significant Accounting Policies (Continued)

value
at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs
associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the
beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS
No. 141(R) amends SFAS No. 109, "Accounting for Income Taxes," such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with
acquisitions that closed prior to the effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not permitted. The Company does not expect
the adoption of SFAS No. 141(R) to have a material effect on its consolidated financial position or results of operations.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements." SFAS
No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements" and requires (i) classification of
non-controlling interests, commonly referred to as minority interests, within stockholders' equity, (ii) net income to include the net income attributable to the
non-controlling interest and (iii) enhanced disclosure of activity related to non-controlling interests. SFAS No. 160 is effective for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 will have a material effect on its consolidated financial statements.

In
February 2008, the Financial Accounting Standards Board ("FASB") issued FSP No. SFAS 157-2, which delays the effective date of SFAS No. 157,
"Fair Value Measurements," for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). Nonfinancial assets and
nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in paragraph 6 of SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." This FASB Staff Position defers the effective date of Statement
157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of FSP No. SFAS 157-2. We are currently
evaluating the effects, if any, that FSP No. SFAS 157-2 may have on our consolidated financial statements.

In
April 2008, the FASB issued FASB Staff Position 142-3,Determination of the Useful Lives of Intangible Assets("FSP
142-3"), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB
No. 142,Goodwill and Other Intangible Assets. The intent of FSP 142-3 is to improve the consistency between the useful life of a
recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other U.S. generally accepted
accounting principles. FSP No. 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP
No. 142-3 to have a material effect on the consolidated financial statements.

In
May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162").
SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles. SFAS 162 is

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2. Summary of Significant Accounting Policies (Continued)

effective
60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles." The adoption of this statement will not have an impact on the Company's consolidated financial statements.

In
October 2008, the FASB, issued FSP No. SFAS 157-3 ("FSP 157-3"), "Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active." FSP 157-3 clarifies the application of SFAS No. 157, "Fair Value Measurements," in a market that is not active and
provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP157-3 is effective
immediately, including prior periods for which financial statements have not been issued. The Company has adopted FSP 157-3 effective with the financial statements ended November 1,
2008. The adoption of FSP 157-3 had no impact on the Company's consolidated financial statements.

3. Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents.

The
following table summarizes the fair market value of our cash and marketable securities, which are recorded as cash and cash equivalents on the Consolidated Balance Sheets, our
short-term investments and our long-term investments:

January 31, 2009Estimated
Fair Value

Unrealized
Gains

Unrealized
LossesCash and cash equivalents:Cash

$
33,057

$


$
Total cash and cash equivalents


33,057





Investments with a maturity dates less than twelve months:Treasury and agency securities


8,389


38


State and local government securities


21,384


92


Total maturities less than twelve months


29,773


130


Investments with a maturity date greater than twelve months:State and local government securities (a)


17,519


157


(170
)Total maturities greater than twelve months


17,519


157


(170
)Total

$
80,349

$
287

$
(170
)


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Cash and Cash Equivalents (Continued)



Less Than 12 Months

Greater Than or Equal to
12 MonthsNet Unrealized
Gains

Estimated
Fair Value

Net Unrealized
Gains
(Losses)

Estimated
Fair ValueJanuary 31, 2009Treasury and agency securities

$
38

$
8,389

$


$
State and local government securities (a)


92


21,384


(13
)

17,519Total


130


29,773


(13
)

17,519February 2, 2008State and local government securities


233


47,788


231


16,799Total

$
233

$
47,788

$
231

$
16,799


4. Leasehold Improvements and Equipment

Leasehold improvements and equipment consist of the following:

Fiscal Year EndedFebruary 2,
2008

January 31,
2009(In thousands)Leasehold improvements

$
68,669

$
82,167Fixtures


35,674


43,983Computer equipment, software, store equipment and other


10,125


11,857Leasehold improvements and equipment, at cost


114,468


138,007Less accumulated depreciation


(48,531
)

(64,075
)Leasehold improvements and equipment, net

$
65,937

$
73,932


Depreciation
expense on leasehold improvements and equipment was $18.8 million, $14.6 million, and $10.4 million for fiscal years ended January 31, 2009,
February 2, 2008, and February 3, 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Fair Value Measurements

Effective February 3, 2008 (the first day of our 2008 fiscal year), the Company adopted SFAS No. 157, "Fair Value
Measurements" ("SFAS No. 157"), as clarified by FSP FAS No. 157-3 "Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active," for financial assets and financial liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value
and expands disclosure about fair value measurements as follows:



In
October 2008, the FASB issued Staff Position No. 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is
Not Active" ("FSP 157-3"). FSP 157-3 clarifies the application of SFAS No. 157 to financial assets for which an active market does not exist.
Specifically, FSP 157-3 addresses the following SFAS No. 157 application issues:



The
following table summarizes assets measured at fair value on a recurring basis at January 31, 2009, as required by SFAS 157:

Level 1

Level 2

Level 3(in thousands)Marketable securities

$


$
45,525

$
1,767


The
$1.8 million in Level 3 marketable securities represents two $1.0 million auction rate securities net of temporary impairment charge of $0.2 million. One
of these $1.0 million securities failed to sell at its
scheduled auction in March 2008. The interest rate of this security reset to a tax-free rate of 6.55%. In May 2008, the remaining $1.0 million security failed to sell at its
scheduled auction. The interest rate of this security was reset to a tax-free rate of 3.20%. The next scheduled auction for these securities is in fiscal 2009. Based on market conditions,
the Company changed its valuation methodology for auction rate securities to a valuation method based on numerous assumptions including assessments of the underlying structure of each security,
expected cash flows, credit ratings, liquidity and other relevant factors during the first quarter of fiscal 2008. Accordingly, these securities are classified as Level 3 within
SFAS 157's valuation hierarchy since the Company's initial adoption of SFAS 157 at February 3, 2008. These assumptions, assessments and the interpretations of relevant market data
are subject to uncertainties, are difficult to predict and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in
future market conditions could result in significantly different estimates of fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Fair Value Measurements (Continued)

As
a result of the temporary declines in fair value for the Company's auction rate securities, which the Company attributes to current liquidity issues rather than credit issues, it has
recorded an unrealized loss of approximately $0.2 million to accumulated other comprehensive income in the consolidated balance sheet as of January 31, 2009. The Company believes the
current illiquid conditions are temporary in nature and that it has the ability to hold the auction rate securities until liquidity returns to the market. If it is later determined that the fair value
of these securities is other than temporarily impaired, the Company will record a loss in the consolidated statement of operations. Due to the Company's belief that the market for these investments
may take in excess of twelve months to fully recover, the Company has classified them as noncurrent assets on the accompanying consolidated balance sheet as of January 31, 2009.

The
$45.5 million in Level 2 marketable securities includes high credit money market accounts, US treasuries, US government agency securities, certificates of deposit, and
municipal bonds traded in the over-the-counter market. Fair values are based on quoted market prices for similar assets or liabilities or determined using inputs that use as
their basis readily observable market data that are actively quoted and can be validated through external sources, including third-party pricing services, brokers, and market transactions.

The
following table presents the changes in the Level 3 fair-value category for the year ended January 31, 2009. The Company classifies financial instruments in
Level 3 of the fair-value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the
valuation models for Level 3 financial instruments may also rely on a number of inputs that are readily observable either directly or indirectly.

February 2,
2008

Transfers in
and/or out of
Level 3

Total unrealized
loss included in
Accumulated
Comprehensive
Income

January 31,
2009(in thousands)Marketable securities

$


$
2,000

$
(233
)
$
1,767


6. Revolving Credit Facility

We have a credit agreement with Wells Fargo HSBC Trade Bank, N.A. The credit agreement provides us with a secured revolving credit facility until August 30, 2009 of up to
$25.0 million. This facility replaces our $20.0 million secured revolving credit facility with Bank of America, N.A., which terminated effective August 31, 2006. The secured
revolving credit facility provides for the issuance of standby commercial letters of credit in an amount not to exceed $5.0 million outstanding at any time and with a term not to exceed
365 days, although the amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby letters of credit outstanding at that time.
There were no outstanding borrowings under the secured revolving credit facility at January 31, 2009 or February 2, 2008. The Company had open letters of credit outstanding under our
secured revolving credit facility of approximately $0.3 million at January 31, 2009 and approximately $0.5 million at February 2, 2008. The secured revolving credit
facility bears interest at floating rates based on the lower of the prime rate (3.25% at January 31, 2009) minus 0.50% or the LIBOR rate (2.00% at January 31, 2009), plus 1.00% for
advances over $500,000 for a minimum of 30 days and a maximum of 180 days. The credit agreement contains a number of restrictions and covenants that generally limit our ability to, among
other things, (1) incur additional debt, (2) undergo

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Revolving Credit Facility (Continued)

a
change in ownership and (3) enter into certain transactions. The credit agreement also contains financial covenants that require us to meet certain specified financial tests and ratios,
including, minimum net income after taxes, maximum total liabilities divided by tangible net worth and minimum quick asset ratio. All of our personal property, including, among other things, our
inventory, equipment
and fixtures, has been pledged to secure our obligations under the credit agreement. We must also provide financial information and statements to our lender. We were in compliance with all such
covenants at January 31, 2009.

7. Income Taxes

During fiscal 2007, we adopted the provisions of FIN No. 48. FIN No. 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose
in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN No. 48 states that a tax benefit from an uncertain position may be
recognized only if it is "more likely than not" that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is
greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Interest recognized in accordance with this
Interpretation may be classified in the financial statements as either income taxes or interest expense, based on the accounting policy election of the enterprise. The Company has elected to classify
any interest expense recognized under this Interpretation as income taxes. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company's U.S.
federal income tax returns are no longer subject to examination for years before fiscal 2006.

The
components of deferred income taxes are:

Fiscal Year EndedFebruary 2,
2008

January 31,
2009(In thousands)Deferred tax assetsDeferred rent

$
7,808

$
9,942Inventory


2,131


2,133Employee benefits, including stock based compensation


2,742


4,424Other


456


394Total deferred tax assets


13,137


16,893Deferred tax liabilities;Property and equipment


(8,016
)

(11,642
)Goodwill


(773
)

(1,069
)Prepaid expenses


(1,812
)

(421
)Other





(72
)Total deferrred tax liabilities


(10,601
)

(13,204
)Net deferred tax asset

$
2,536

$
3,689


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Income Taxes (Continued)

The
components of the provision (benefit) for income taxes are:

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009(In thousands)CurrentFederal

$
11,870

$
14,554

$
9,164State


2,195


2,616


1,556Total current


14,065


17,170


10,720DeferredFederal


(1,110
)

(1,550
)

(1,147
)State


(205
)

(276
)

(74
)Total deferred


(1,315
)

(1,826
)

(1,221
)Provision for income taxes

$
12,750

$
15,344

$
9,499


The
reconciliation of the income tax provision at the U.S. federal statutory rate to the Company's effective income tax rate is as follows for the fiscal year ended:

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Expected U.S. federal income taxes at statutory rates


35.0
%

35.0
%

35.0
%State and local income taxes, net of federal effect


3.8


3.7


3.6Permanent differences


(0.7
)

(1.1
)

(1.9
)Other


(0.2
)

0.1


(1.1
)Effective Tax Rate


37.9
%

37.7
%

35.6
%


8. Equity Awards

During fiscal 1997 the Company adopted the 1993 Stock Option Plan (the "1993 Plan") to provide for the granting of nonqualified stock options to executive officers and key employees of
the Company as determined by a committee of the Company's board of directors, the 1993 Plan Committee (the "Committee").

The
date of grant, option price, vesting period and other terms specific to options granted under the 1993 Plan are determined by the Committee. All stock options granted under the 1993
Plan vest over a fixed period and expire no later than ten years from the date of grant. No additional awards may be granted under the 1993 Plan. Prior to fiscal 2004, the option price for all options
granted was equal to the fair market value of the Company's common stock at the date of grant.

During
fiscal 2004 the Company adopted the 2004 Stock Option Plan (the "2004 Plan") to provide for the granting of incentive stock options and nonqualified stock options to executive
officers and key employees of the Company as determined by the 2004 Plan Committee of the Company's board of directors. The terms of the 2004 Plan are generally the same as the 1993 Plan. The Company
has

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Equity Awards (Continued)

authorized
7,365,586 split adjusted shares of common stock for issuance under the 2004 Plan. The Company does not plan on making any new stock option grants under the 2004 Plan.

The
Company adopted the 2005 Equity Incentive Plan (the "2005 Plan") on January 24, 2005 and the Company's shareholders approved it on April 27, 2005. Unless sooner
terminated by the Board, the 2005 Plan will terminate on the day before the tenth anniversary of the date that the 2005 Plan was approved by the Company's shareholders. The 2005 Incentive Plan
provides for the grant of incentive stock options, nonqualified stock options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights, which may be granted to the
Company's employees (including officers), directors and consultants.

The
aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2005 Plan will not exceed 5,850,000 plus (1) the number of shares that are
subject to awards under the 2005 Plan, the 1993 Plan or the 2004 Plan that have been forfeited or repurchased by us or that have otherwise expired or terminated, (2) at our option, the number
of shares that were reserved for issuance under the 2004 Plan but that were not subject to a grant under such plan at the completion of the Company's initial public offering in May 2005, and
(3) an annual increase on the first business day of each fiscal year such that the total number of shares available for issuance under the 2005 Plan shall equal 15% of the total number of
shares of common stock outstanding on such business day; provided, that with respect to such annual increase, the board may designate a lesser number of additional shares or no additional shares
during such fiscal year. In no event, however, will the aggregate number of shares available for award under the 2005 Plan exceed 8,775,000 split adjusted shares. As a result of this limitation on the
aggregate number of shares available for award under the 2005 Plan, and the 6,614,594 split adjusted shares of the Company's common stock that were reserved for issuance under our 2004 Plan but that
were not subject to grants under that plan at the completion of the initial public offering, up to 2,925,000 split adjusted shares, may currently be added to the shares of common stock that may be
issued pursuant to awards granted under the 2005 Plan pursuant to clause (2) of the first sentence of this paragraph; however, the Company does not currently intend to add any of those shares
to the 2005 Plan.

During
fiscal 2004 the Company issued stock options to certain employees with exercise prices below the fair market value of the Company's common stock at the date of grant. In
accordance with the requirements of APB 25, the Company has recorded stock-based compensation for the difference between the exercise price of the stock options and the fair market value of the
Company's stock at the grant date. During fiscal 2008, 2007 and 2006, the Company recorded stock-based compensation of approximately $0.2 million each year, respectively, related to these
options. Stock-based compensation expense is currently recognized over the vesting period of the awards, generally five to eight years. Excluding the impact of the adoption of FAS 123R, future
compensation expense to be recognized through fiscal 2013 associated with these grants will be $0.2 million.

There
were 160,000, 515,000 and 517,600 stock options granted during fiscal years 2008, 2007 and 2006, respectively. In addition the Company issued 332,783 shares of restricted stock in
fiscal 2008 and 16,000 shares of restricted stock in fiscal 2007. As of January 31, 2009 and February 2, 2008 there were 1,247,658 and 914,100 options to purchase shares of common stock
and restricted stock issued and outstanding under the 2005 Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Equity Awards (Continued)

The
following table summarizes information concerning outstanding and exercisable options at January 31, 2009:

Options Outstanding

Options
ExercisableExercise Price

Number of
Options

Weighted Average
Remaining
Contractual Life

Number of
Options$            1.09


152,144


0.3


152,144$            1.78


311,094


2.6


203,500$            3.87


366,940


5.6


140,208$14.00-18.50


160,000


9.1


$24.89-27.31


305,900


7.1


84,567$30.52-33.59


50,000


7.4


33,335$35.85-39.05


432,275


8.2


96,290$41.15-41.86


15,000


8.6


1,875Total


1,793,353





711,919


9. Related Party Transactions

The Company committed charitable contributions to Zumiez Foundation of approximately $368,000 in fiscal 2008, $581,000 in fiscal 2007 and $537,000 in fiscal 2006. The Company has accrued
charitable contributions payable to Zumiez Foundation for the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007 of approximately $250,000, $738,000 and
$485,000, respectively. Zumiez Foundation is a charitable based nonprofit organization focused on meeting the various needs of the under-privileged in communities where the Company has retail stores.
The Company's Chairman of the Board is also the President of Zumiez Foundation.

10. Commitments and Contingencies

LeasesThe Company is committed under operating leases for all of its retail store locations. In addition to minimum future
lease payments, substantially all store leases provide for additional rental payments based on sales, as well as common area maintenance charges. In September 2006 the Company entered into a lease
agreement for a combined home office and distribution center and an additional 37,000 square feet of warehouse space. This lease agreement terminated and replaced the original fiscal 2004 lease with
the Landlord. The new lease agreement provides for an initial lease term of 126 months within which we have an option to extend the lease term for an additional period of five years. For leases
that have fixed escalation clauses, minimum rents are
recognized on a straight-line basis over the term of the lease. The Company expenses escalated percentage rent payments in the period they become known.

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10. Commitments and Contingencies (Continued)

Total
rent expense, base rent and contingent rent for the three years ended January 31, 2009, February 2,2008 and February 3, 2007 (in thousands) are as follows:

Fiscal Year EndedFebruary 3,
2007

February 2,
2008

January 31,
2009Base Rent Expense

$
17,692

$
24,931

$
31,772Contingent and Other Rent Expense


14,205


18,548


21,101Total Rent Expense

$
31,897

$
43,479

$
52,873


Future
minimum commitments (in thousands) on all leases at January 31, 2009 are as follows:

Retail Stores

Home Office

TotalFiscal 2009

$
37,245

$
775

$
38,020Fiscal 2010


39,365


795


40,160Fiscal 2011


38,418


816


39,234Fiscal 2012


36,690


847


37,537Fiscal 2013


35,936


869


36,805Thereafter


131,587


3,145


134,732$
319,241

$
7,247

$
326,488


Purchase CommitmentsThe Company had outstanding purchase orders to acquire merchandise from vendors for approximately
$40.0 million and $59.6 million at January 31, 2009 and February 2, 2008, respectively. These purchases are expected to be financed by cash flows from operations, cash
reserves and, if needed, the Company's revolving credit facility. The Company has an option to cancel such commitments with no notice prior to shipment.

LitigationOn December 10, 2007, a putative class action complaint was filed in the U.S. District Court for the Western
District of Washington against the Company and certain of its current and former directors and officers. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934, as amended, and Rule 10b-5 promulgated there under. A substantially similar complaint was filed in the same court on December 14, 2007. These cases, which were
subsequently consolidated, purport to be brought on behalf of a class of purchasers of the Company's stock during the period March 14, 2007 to November 7, 2007. Plaintiffs filed a
consolidated amended complaint on May 5, 2008, extending the class period to January 4, 2008, and alleging that the defendants violated the federal securities laws during this period of
time by, among other things, making misrepresentations about the Company's projected financial results in order to artificially inflate the Company's stock price. Plaintiffs are seeking compensatory
damages in an unspecified amount, interest, and an award of attorneys' fees and costs.

On
July 21, 2008, defendants filed a motion to dismiss the amended complaint. Plaintiffs opposed that motion on September 19, 2008 and defendants filed their reply on
October 20, 2008. The motion is fully briefed and oral argument has been requested but not scheduled.

In
addition, on December 20, 2007, a shareholder derivative action was filed in the Superior Court of the State of Washington (Snohomish County), allegedly on behalf of and for
the benefit of the Company, against certain of the Company's current and former directors and officers. The Company

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Commitments and Contingencies (Continued)

was
named as a nominal defendant. The derivative complaint is based on the same allegations of fact as in the securities class action, and claims that the defendant directors and officers breached
fiduciary duties, abused their control, engaged in gross mismanagement, wasted corporate assets, unjustly enriched themselves, and engaged in insider trading. The complaint seeks unspecified damages,
restitution, disgorgement of profits, equitable and injunctive relief, attorneys' fees, costs, and expenses. Because the complaint is derivative in nature it does not seek monetary damages from the
Company. However, the Company may be required throughout the pendency of the action to advance the legal fees and costs incurred by the defendant directors and officers. Under the terms of its
corporate bylaws and related indemnity agreements, the Company is obligated to indemnify all current and former officers and directors involved in civil, criminal, or investigative matters, in
connection with their service. The Company is also obligated to advance fees and expenses, but only if the involved officer or director acted in "good faith." There is no limit on the indemnification
payments the Company could be required to make under these provisions. At this time, the Company does not believe that any potential fees or expense arising from officer and director indemnification
will be material.

On
April 28, 2008, Zumiez moved to dismiss the derivative complaint for failure to make a demand on Zumiez's Board of Directors. Plaintiff filed his response on June 27,
2008. Before Zumiez was to file its reply, it agreed with the plaintiff to stay the derivative action pending the outcome of the motion to dismiss in the federal securities action. On August 3,
2008 the court overseeing the derivative litigation approved the stay.

The
Company is unable to predict the outcome of these cases. A court determination in any of these actions against the Company could result in significant liability and could have a
material adverse effect on the Company's business, results of operations or financial condition.

On
March 5, 2008, a former employee commenced an action against the Company in California state court (Evan Johnson v. Zumiez, Inc., et al., Case No. RG08374968, Alameda
County Superior Court) alleging that the Company failed to pay all overtime wages owing to him and other employees, failed to provide meal breaks as required by California law, failed to provide
employees with proper itemized wage statements (pay stubs) as required by California law, and failed to pay terminated employees waiting time penalties under California Labor Code section 203.
On April 28, 2008, plaintiff filed a first amended complaint which adds an additional claim that employees under age 18 worked more hours than permitted by the Labor Code; the first amended
complaint also seeks to recover penalties under
the Private Attorney General Act for alleged violation of various Labor Code sections. The Company filed an answer to the first amended complaint on May 20, 2008, denying the allegations of the
complaint and asserting affirmative defenses. The parties are engaged in discovery. The suit was filed as a putative class action, but no motion requesting certification of the case as a class action
has been filed. No trial date has been set. At this early stage of the case, it is not possible to estimate the amount or range of potential loss with any degree of certainty.

Insurance ReservesThe Company is responsible for medical and dental insurance claims up to a specified aggregate amount. The
Company maintains a reserve for estimated medical and dental insurance claims based on historical claims experience and other estimated assumptions.

Employment AgreementThe Company has an employment agreement in place with a key employee. The agreement provides that if the
Company terminates the employee's employment without cause or if he terminates his employment for good reason, the employee could be entitled to continue to receive his base salary for a time period
not to exceed eighteen months.

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11. Goodwill and Other Intangible Assets

In connection with the acquisition of Action Concepts Fast Forward, Ltd., on June 24, 2006 the Company recorded goodwill in accordance with SFAS No. 141
"Business Combinations." The Company had $250,000 of cash held in escrow that was payable to Action Concepts Fast Forward, Ltd as of
February 2, 2008 and no restricted cash held for the year ended January 31, 2009. The Company recorded $13.2 million of goodwill as the excess of the purchase price of
$15.5 million over the fair value of the net amounts assigned to assets acquired and liabilities assumed. In accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets," the Company will continue to assess, in accordance with our "goodwill" policy as stated in Note 2,
whether goodwill is impaired.

On
September 16, 2008 the Company acquired the assets of an Island Snow store from Kodama Incorporated located in Honolulu, Hawaii. In connection with the purchase, the Company
entered into a noncompetition agreement for which the Company paid $100,000, and recorded an intangible asset in accordance with SFAS No. 141 "Business
Combinations." Under this agreement, Kodama Incorporated agreed not to compete with Zumiez for a period of two years. The Company will amortize the non-compete
agreement over the term of the agreement.

12. Employee Benefit Plans

The Zumiez Investment Plan (Z.I.P.) is a qualified plan under Section 401(k) of the Internal Revenue Code. Employees that have been with the Company for a year, work an average of
thirty hours a week and are twenty-one or older are eligible to participate in the Z.I.P. The Company's 401(k) matching and profit-sharing contributions are discretionary and are
determined annually by the Company. The Company contributed $250,000 to the plan for each of the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007.

The
Company offers an Employee Stock Purchase Plan (the "ESPP") for eligible employees to purchase the Company's common stock at a 15% discount of the lesser of fair market value of the
stock on the first business day or the last business day of the offering period. The ESPP provides for six month offering periods commencing on October 1 and April 1 of each year.
Employees can contribute up to 15% of their pay but may not exceed $25,000 of aggregate stock value in a calendar year. The maximum number of shares an employee may purchase during an offering period
is 2,000 shares. Employees are eligible to participate in the ESPP if they work at least 20 hours a week and at least five months in a calendar year.

13. Net Income per Share, Basic and Diluted

Basic net income per share is based on the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the weighted average number of
common shares and common share equivalents outstanding during the period. Common share equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock
options, employee stock option funds held to acquire stock and non-vested restricted stock. Potentially anti-dilutive securities not included in the calculation of diluted
earnings per share includes options to purchase common stock where the option exercise price is greater than the average market price of the Company's common stock during the period reported. Total
common stock options not included in the calculation of diluted earnings per share were 814,175, 130,000, and 40,000 for the years ended January 31, 2009, February 2, 2008, and
February 3, 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Net Income per Share, Basic and Diluted (Continued)

The
following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per share data):

Fiscal Year endedFebruary 3,
2007

February 2,
2008

January 31,
2009Net income

$
20,856

$
25,326

$
17,204Weighted average common shares for basic net income per share


27,542,891


28,608,818


29,126,889Dilutive effect of stock options and restricted stock


1,160,146


713,519


567,223Weighted average common shares for diluted net income per share


28,703,037


29,322,337


29,694,112Basic net income per share

$
0.76

$
0.89

$
0.59Diluted net income per share

$
0.73

$
0.86

$
0.58


Options
to purchase 814,175 shares of common stock with a weighted average value of $32.54 per share were outstanding at the end of fiscal 2008 but were not included in the computation
of diluted earnings per share because the options' exercise price was greater than the $14.53 average market price for the Company's common shares.

14. Subsequent EventPending Litigation

A putative class action,Chandra Berg v. Zumiez Inc., was filed against the Company in the Los Angeles Superior Court under case
number BC408410 on February 25, 2009. The action alleges causes of action for failure to pay overtime wages to present and former store managers in California, failure to provide meal periods
and rest breaks to store managers, failure to reimburse retail employees for clothing required by the Company's dress code, failure to reimburse retail employees for business expenses, failure to
provide store managers with accurate itemized wage statements, failure to pay terminated store managers all wages due at the time of termination, unfair business practices and declaratory relief. The
case has not yet been served on the Company.

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EXHIBIT INDEX

| |       |  |                                                                                                                                                                                                                                                                                                                                                                
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1   |  | Articles of Incorporation. [Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                                                
| | 3.2   |  | Bylaws. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 25, 2008                                                                                                                                                                                                                                         
| | 4.1   |  | Form of Common Stock Certificate of Zumiez Inc. [Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                           
| | 10.1  |  | Business Loan Agreement dated May 29, 2003 between Bank of America, N.A. and Zumiez Inc., as modified by Loan Modification Agreement dated September 30, 2004. [Incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                           
| | 10.2  |  | Lease Agreement between Merrill Creek Holdings, LLC and Zumiez Inc. dated August 2, 2004. [Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (file
No. 333-122865)]                                                                                                                                                
| | 10.3  |  | Executive Agreement, dated as of November 4, 2002 between Zumiez Inc. and Richard M. Brooks. [Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1
(file No. 333-122865)]                                                                                                                                             
| | 10.4  |  | Carrier Agreement between United Parcel Service Inc. and Zumiez Inc. dated July 4, 2005. [Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
period ended July 30, 2005 as filed on September 13, 2005]                                                                                                          
| | 10.5  |  | Zumiez Inc. 1993 Stock Option Plan. [Incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                                      
| | 10.6  |  | Zumiez Inc. 2004 Stock Option Plan. [Incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                                      
| | 10.7  |  | Zumiez Inc. 2005 Equity Incentive Plan. [Incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                                  
| | 10.8  |  | Zumiez Inc. 2005 Employee Stock Purchase Plan. [Incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                                           
| | 10.9  |  | Form of Indemnity Agreement between Zumiez Inc. and each of its officers and directors. [Incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1 (file
No. 333-122865)]                                                                                                                                                  
| | 10.10 |  | Limited Liability Company Agreement of Zumiez Holdings LLC. [Incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (file No. 333-122865)]                                                                                                                                                                             
| | 10.11 |  | Modification dated May 11, 2005 to Business Loan Agreement dated May 29, 2003 between Bank of America, N.A. and Zumiez Inc., as modified by Loan Modification Agreement dated September 30, 2004.
[Incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the period ended July 30, 2005 as filed on September 13, 2005]
| | 10.12 |  | Equity Purchase Agreement with Gerald R. Anderson, Brandon C. Batton, AC Fast Forward LLC and AC Fast Forward Mgt., LLC dated May 16, 2006. [Incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the period ended July 29, 2006 as filed on September 12, 2006]                                                      

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Table of Contents

| |       |  |                                                                                                                                                                                                                                                
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.13 |  | Lease Agreement between Merrill Creek Holdings, LLC and Zumiez Inc. dated October 2, 2006. [Incorporated by reference to Exhibit 10.13 to the Company's Form 8-K filed on October 4,
2006]                                                     
| | 10.14 |  | Credit Agreement with Wells Fargo HSBC Trade Bank, N.A. dated September 1, 2006. [Incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the period ended
October 28, 2006 as filed on December 8, 2006]
| | 21.1  |  | Subsidiaries of the Company. [Incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1 filed on October 18, 2005 (file No. 333-129101)]                                                                   
| | 23.1  |  | Consent of Moss Adams LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                      
| | 31.1  |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                    
| | 31.2  |  | Certification of the Principal Financial Officer (Principal Accounting Officer) pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002  
| | 32.1  |  | Certifications of the Principal Executive Officer and Principal Financial Officer (Principal Accounting Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350                                             

Copies
of Exhibits may be obtained upon request directed to the attention of our Chief Financial Officer, 6300 Merrill Creek Parkway, Suite B, Everett, WA 98203, and
are available at the SEC's website found at www.sec.gov.

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