SecProbe.io

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 February 4, 2026

William Billings
Interim Principal Financial Officer
Chewy, Inc.
7700 West Sunrise Boulevard
Plantation, FL 33322

 Re: Chewy, Inc.
 Form 10-K for Fiscal Year Ended February 2, 2025
 File No. 001-38936
Dear William Billings:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 January 29, 2026
 Chewy, Inc. 7700 West Sunrise Boulevard
 Plantation, FL 33322 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporate
Finance Office of Trade & Services 100 F Street,
NE Washington, D.C. 20549

 Attn:
 Scott Stringer
 Adam Phippen

 Re:
 Chewy, Inc.
 Form 10-K for Fiscal Year Ended February 2, 2025
 Filed March 26, 2025
 File No. 001-38936
 Dear Mr. Stringer and Mr. Phippen: This letter
sets forth the responses of Chewy, Inc. (the “ Company ”) to the written comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange
Commission (the “ Commission ”) in your letter dated January 15, 2026, with respect to the above referenced Form 10-K for Fiscal Year Ended February 2, 2025 filed on
March 26, 2025 (the “ Form 10-K ”). For the convenience of the
Staff, we have reproduced in bold the text of the Staff’s comment, with the supplemental response of the Company immediately following such comment.
 Form 10-K for the Fiscal Year Ended February 2, 2025
 Notes to Consolidated Financial Statements
 Note 2. Basis of Presentation and Significant Accounting Policies
 Revenue Recognition, page 60

 1.
 We note you generate revenue from the sale of pet products. We also note your emphasis on pet healthcare,
including the provision of pharmacy, veterinary, and telehealth services. As it relates to these expanded service-based offerings, please explain your consideration of Rule 5-03(b) of Regulation S-X requiring separate

presentation of revenue and costs of revenue from products, services and other revenues; ASC-606-10-50-5 and 606-10-55-89 through
 55-91 requiring disclosure of disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected
by economic factors; and ASC 280-10-50-40 requiring separate presentation of revenues from external customers for each product
and service or each group of similar products and services. We also note “Other” net sales disclosed on page 43 represents approximately 19% of net sales, making it the second largest component of net sales. Please explain the
composition of your Other net sales, including whether healthcare services are being presented here. To the extent any component(s) are material consider the applicability of the aforementioned guidance.
 Response: The Company confirms that management considered Rule 5-03(b) of Regulation S-X and the guidance under ASC-606-10-50-5, ASC 606-10-55-89 through 55-91 and ASC 280-10-50-40 in evaluating the Company’s presentation of revenue and costs of revenue.
 In evaluating the presentation of revenues and costs of revenues under Rule 5-03(b) of Regulation S-X, management considered whether the Company’s revenues from products, services, and other activities warrant separate presentation on the face of the consolidated statements of operations. Rule 5-03(b) of Regulation S-X provides that “ if income is derived from more than one of the sub-captions described under
 § 210.5-03.1, each class which is not more than 10 percent of the sum of the items may be combined with another class .” The Company’s product revenues,
including pet health pharmacy-related product sales, are generated through an e-commerce ordering model and fulfilled through a shared, integrated fulfillment and logistics network. While pharmacy transactions
require additional regulatory steps, the underlying activity remains the sale and fulfillment of a product. Once approved, these orders move through substantially the same fulfillment processes as other product orders, including shipping, and
customer service. As a result, costs of revenue, including product procurement, inbound freight, outbound shipping, packaging, fulfillment labor, and related logistics expenses are incurred and managed on a consolidated basis. Service-related
offerings included within Other net sales, such as telehealth, insurance-related offerings, and veterinary clinic services, are early-stage or ancillary in nature, rely on shared corporate infrastructure, and accounted for less than 1% of the
Company’s consolidated net sales for the fiscal year ended February 2, 2025. Accordingly, management concluded that separate presentation of revenues and costs of revenues for the services category is not required under Rule 5-03(b) of Regulation S-X, and would not provide additional useful information to investors.
 In considering the guidance under ASC-606-10-50-5 and ASC 606-10-55-89 through 55-91, in addition to the above, management considered how information about the Company is presented outside its financial statements, including in its earnings releases and investor presentations. Consistent with
ASC 606-10-55-89, as described above, we believe the nature of our products is similar, as they are sourced from comparable
third-party suppliers, sold in the same manner through the same sales channel, and serve the same needs of the same pet parent customer base.
 2

 In accordance with ASC 606-10-55-90, we also considered how revenue information is presented for other purposes. While we disclose a high-level composition of revenue by consumables, hardgoods, and other in MD&A, our
external communications, internal reporting and reviews by our Chief Operating Decision Maker focus on our consolidated results, reflecting our emphasis on delivering a unified customer experience rather than managing the business by product
category. We further evaluated the factors outlined in ASC 606-10-55-91, including type of product, geography, customer type, contract characteristics, and sales channel, and determined these factors do not result in materially distinct economic
characteristics that would warrant further disaggregation. Specifically, we considered that:

 (i)
 Our operations are limited to the United States with immaterial activity in Canada;

 (ii)
 Our customers are pet parents purchasing through the same storefront applications that provide a one-stop destination for their needs;

 (iii)
 Our contracts are short-term and transaction-based, and the Autoship program is
 non-binding and a customer can exit the program or stop shipment at any time;

 (iv)
 Our products, as noted above, have similar characteristics and are aimed at appealing to the same broad range
of pet parent consumers;

 (v)
 Our products are sourced in the same manner;

 (vi)
 Our products have similar economic characteristics as they all exhibit low seasonality; and

 (vii)
 We do not maintain long-term contracts with our customers. A customer will place an order on our storefront
applications, and once that distinct order has been fully shipped, we have satisfied our performance obligation to that customer and there are no remaining performance obligations with such customer.
 The Company also believes that its current revenue presentation is consistent with ASC 280-10-50-40. While certain of the Company’s disclosures emphasize pet healthcare-related offerings, including veterinary and telehealth capabilities, all of
these offerings are integrated into the Company’s broader platform and are intended to complement the Company’s core product sales rather than operate as standalone operating units. Pet health and specialty-related product revenues are
generated through the same e-commerce ordering model and fulfilled through the Company’s shared, integrated fulfillment and logistics network as other product sales. Revenues from pet health and
specialty-related products, like other products, are also recognized when the customer orders an item through the Company’s websites or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is
shipped from one of the Company’s fulfillment centers and delivered to the carrier. In relation to “Other” net sales,
this item represents a grouping of revenue streams that are not included within the Company’s primary consumables and hard goods categories for external reporting purposes. The largest component of Other net sales is pet health and specialty
pharmacy-related, which consists of product revenue from the sale of prescription medications, other regulated pharmaceutical offerings, and certain specialty products. Pet health and specialty represented approximately 14.9% and 13% of consolidated
net sales for
 3

fiscal year ended February 2, 2025 and January 28, 2024, respectively. In addition, Other net sales include private brand offerings and other individually immaterial revenues. These
other revenue streams include telehealth services, pet insurance-related offerings, loyalty program memberships, and veterinary clinic services. Veterinary clinic revenues are currently nominal compared to consolidated results, reflecting the early
stage of these offerings despite recent clinic openings. While we believe the classification of “Other” is reasonable, after
consideration, the Company intends to enhance its qualitative and quantitative revenue disclosures beginning with its next Form 10-K to provide additional disclosure regarding pet health and specialty product
revenues included within Other net sales. The Company will (i) enhance its net sales tabular disclosure in the section titled “Component of Results of Consolidated Operations—Net Sales” as shown in the table below to provide
disaggregated disclosure for net sales from pet health and specialty products and (ii) expand the narrative disclosure in the section titled “Component of Results of Consolidated Operations—Net Sales” as shown below (additions
noted in bold) for illustrative purposes: Results of Consolidated Operations—Net Sales

 Net Sales

 Fiscal Year

 2025 vs 2024

 2024 vs 2023

 2025

 2024

 2023

 $ Change

 % Change

 $ Change

 % Change

 (in thousands, except percentages)

 Consumables

 $

 $

 $

 $

 $

 Hard Goods

 Pet health and specialty products

 Other

 Net sales

 $

 $

 $

 $

 $

 Component of Results of Consolidated Operations—Net Sales
 We derive net sales primarily from sales of both third-party brand and private brand pet food, pet products, pet health and
specialty products, and related shipping fees. Consumable products include retail pet food and veterinary diet products. Hard goods products include non-perishable pet supplies. Pet health
and specialty products include prescription medications, non-prescription pet health care products and certain specialty animal products for categories such as equine, birds, fish, and other non-traditional pets. Other net sales include private brand sales and certain pet-related services including telehealth services, pet insurance-related offerings, loyalty
program memberships, and veterinary clinic services. Revenues from these service-based offerings are not a significant component of net sales and are managed as part of the Company’s integrated platform rather than as standalone service
offerings. Sales of third-party brand and private brand pet food, pet products, pet health and specialty products,
and shipping revenues are recorded when products are shipped, net of promotional discounts and refunds and allowances. Taxes collected from customers are excluded from net sales. Net sales is primarily driven by growth of new customers and
active customers, and the frequency with which customers purchase and subscribe to our Autoship subscription program.
 4

 The Company will continue to evaluate the disclosure of disaggregated revenue in future
filings, considering changes in its business and information regularly provided to investors. We hope that the foregoing has been
responsive to the Staff’s comment. If you have any questions related to this letter, please contact William Billings of Chewy, Inc. at (305) 302-0883 or wbillings@chewy.com.

 Sincerely,

 /s/ William Billings

 William Billings Chief Accounting
Officer

 5

January 15, 2026
William Billings
Interim Principal Financial Officer
Chewy, Inc.
7700 West Sunrise Boulevard
Plantation, FL 33322
Re:Chewy, Inc.
Form 10-K for Fiscal Year Ended February 2, 2025
Filed March 26, 2025
File No. 001-38936
Dear William Billings:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended February 2, 2025
Notes to Consolidated Financial Statements
Note 2. Basis of Presentation and Significant Accounting Policies
Revenue Recognition, page 60
We note you generate revenue from the sale of pet products. We also note your
emphasis on pet healthcare, including the provision of pharmacy, veterinary, and
telehealth services. As it relates to these expanded service-based offerings, please
explain your consideration of Rule 5-03(b) of Regulation S-X requiring separate
presentation of revenue and costs of revenue from products, services and other
revenues; ASC-606-10-50-5 and 606-10-55-89 through 55-91 requiring disclosure of
disaggregated revenue recognized from contracts with customers into categories that
depict how the nature, amount, timing, and uncertainty of revenue and cash flows are
affected by economic factors; and ASC 280-10-50-40 requiring separate presentation
of revenues from external customers for each product and service or each group of
similar products and services. We also note “Other” net sales disclosed on page 43
represents approximately 19% of net sales, making it the second largest component of
net sales. Please explain the composition of your Other net sales, including whether 1.

January 15, 2026
Page 2
healthcare services are being presented here. To the extent any component(s) are
material consider the applicability of the aforementioned guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 19, 2020
Mario Marte
Chief Financial Officer
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, FL 33004
Re:Chewy, Inc.
Form 10-K for the Fiscal Year Ended February 2, 2020
Filed April 2, 2020
File No. 1-38936
Dear Mr. Marte:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

Chewy, Inc.

1855 Griffin Road, Suite B-428

Dania Beach, FL 33004

VIA EDGAR

June 12, 2020

Mr. Scott Stringer

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Chewy, Inc.

Form 10-K for the Fiscal Year Ended February 2, 2020

10-K Filed April 2, 2020

File No. 1-38936

Dear Mr. Stringer

This letter is in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the above-referenced filing of Chewy, Inc. (the “Company”) set forth in your letter, dated May 29, 2020.

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the Staff’s comments immediately below the corresponding numbered comment.

Form 10-K for the Fiscal Year Ended February 2, 2020

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

Non-GAAP Financial Measures, page 37

1.Staff’s comment: We note you present Adjusted EBITDA margin. Please explain to us how you have complied with Item 10(e)(1)(i)(A) of Regulation S-K in providing a presentation of equal or greater prominence, of the most directly comparable GAAP measure. Please note that this comment also applies to your presentation of the measure in Form 8-K filed April 2, 2020.

Response: We respectfully acknowledge the Staff’s comment. We believe that we have complied with the stated rules and regulations relating to the presentation with an equal or greater prominence of the most directly comparable GAAP measure to Adjusted EBITDA margin. We include Adjusted EBITDA margin in the detailed GAAP to non-GAAP reconciliation for our Adjusted EBITDA calculation. The most comparable GAAP metric is net loss which is then reconciled to Adjusted EBITDA. Moreover, we do not currently show

net margin for GAAP comparisons and Adjusted EBITDA margin is purely formulaic utilizing the reconciliation provided.

In consideration of the Staff’s comment, we have provided an updated table to include the formulaic calculation of GAAP net margin (defined as GAAP net loss divided by GAAP net sales and expressed as a percentage) beginning with our press release and letter to shareholders included as part of our Form 8-K as well as our Form 10-Q for the quarterly period ended May 3, 2020, The following table has been provided for fiscal years 2019, 2018, and 2017 as a representation of our updated presentation:

($ in thousands, except percentages) Fiscal Year

Reconciliation of Net Loss to Adjusted EBITDA 2019  2018  2017

Net loss $ (252,370)    $ (267,890)    $ (338,057)

Add (deduct):

Depreciation and amortization 30,645     23,210     12,536

Share-based compensation expense and related taxes 136,237     14,351     11,209

Interest (income) expense, net (356)    124     206

Management fee expense(1)

 1,300     1,300     866

Non-routine items (2)

 —     —     61,993

Transaction related costs 1,396     —     —

Other 2,123     —     —

Adjusted EBITDA $ (81,025)    $ (228,905)    $ (251,247)

Net sales $ 4,846,743     $ 3,532,837     $ 2,104,287

Net margin (5.2) %  (7.6) %  (16.1) %

Adjusted EBITDA margin (1.7) %  (6.5) %  (11.9) %

(1) Management fee expense allocated to us by PetSmart for organizational oversight and certain limited corporate functions provided by its sponsors. Although we are not a party to the agreement governing the management fee, this management fee is reflected as an expense in our consolidated financial statements.

(2) For Fiscal Year 2017, non-routine items include $33.9 million for compensation expenses to our employees as a result of PetSmart’s acquisition of us and $28.1 million of acquisition-related costs incurred for our benefit as part of PetSmart’s acquisition of us.

We define net margin as net loss divided by net sales and adjusted EBITDA margin as adjusted EBITDA divided by net sales.

Notes to Consolidated Financial Statements

1. Description of Business

Revenue Recognition, page 55

2.Staff’s comment: Please tell us how you considered the requirement to disclose disaggregated revenues in accordance with ASC 606-10-50-5. In this regard, we note you generate net sales from sales of pet food, pet products, pet medications and other pet health products. We also note your disclosure of net sales from consumables, hardgoods and other in management's discussion and analysis of financial condition and results of operations on page 41 and the analysts questions regarding your pharmacy business in your fourth quarter 2019 earnings call.

Response: We respectfully acknowledge the Staff’s comment. We evaluated the guidance in ASC 606-10-50-5 and the related implementation guidance in ASC 606-10-55-89 through 55-91 and determined that additional disclosures of disaggregated net sales by product groups were not meaningful to allow investors to understand our business activities, historical performance, or future prospects. When evaluating our disclosure requirements, we first look to our relationships with customers that depict the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.

We strive to provide the best customer experience to pet parents through our assortment of product offerings. Each product group we offer is comprised of goods specifically for pets and is aimed at appealing to the same broad range of pet parent consumers looking for a one stop shop for all of their pet needs. Additionally, our Autoship program provides pet parents the opportunity to schedule delivery of products on a consistent basis throughout the year. Sales to Autoship customers represent nearly 70% of our consolidated revenue stream and reduces the uncertainty of our revenue and cash flow streams affected by economic factors.

All products are purchased by the end customer through our storefront applications and payment is received prior to shipment. As such, revenue is recognized on a point-in-time basis for all products. Our consumables, hardgoods, and pharmaceutical products have similar economic characteristics as they all exhibit low seasonality and there has been no significant change in the mix or performance of these product groups as a percentage of total net sales or profitability. While pharmaceutical products may be slightly different as they require a prescription, a sizeable majority of the pharmaceutical products offered are consistent in nature and revenue margins with our other product lines (e.g., prescription pet food) and maintain the same characteristics with respect to the nature and timing of the revenue streams of our full catalog. Pharmaceutical products can also be included in pet parents’ Autoship orders eliminating seasonality and the uncertainty of revenue and cash flow streams. In addition, the revenues within our pharmaceutical operations are currently not material to the Company’s consolidated financial statements.

The Company strives to provide customers an appropriate mix of consumables, hardgoods, and pharmaceutical products that maximize their shopping experience. This enhances our revenue streams across the portfolio and provides margin accretion for products within each category. While we review margins across product categories, the scope of such review is limited and this is done to enhance business operations while maintaining a focus on our consolidated product offering in order to provide a full assortment of products to meet the needs of pets and pet parents.

Based on the preceding, as it pertains to ASC 606-10-55-89, we believe that the nature of products and categories across our catalog of product offerings is similar as most of the products are sourced from the same type of third party suppliers, sold in the same manner through our storefront applications, and address the same needs of the same pet parent consumers.

In accordance with ASC 606-10-55-90, we also considered how information about our revenue has been presented for other purposes:

–While we provide a summary composition in our Management Discussion and Analysis for consumables, hardgoods, and other, we do not provide discussion at that level of disaggregation. This summary is presented to provide an investor a snapshot of the composition, but as we noted above, the nature and characteristics, margins, and timing of the cash flows associated with these products are similar.

–As noted in the Staff’s comment, we do receive inquiries from investors and analysts on earnings calls specifically on the pharmaceutical business. While pharmaceutical products may be slightly different as they require a prescription, they maintain the same characteristics with respect to the nature and timing of the revenue streams as our other product offerings.

–Our shareholder letter provides financial information at the consolidated level. We do not provide detailed revenues and margins at a lower level. In our internal reporting associated with monthly and quarterly business reviews with the chief operating decision maker, our results are consolidated to align with the Company’s overarching focus on customer experience.

We also evaluated the categories stated in ASC 606-10-55-91 as part of our disclosure review process. These categories include the following:

–Type of good or service: As noted above, we provide products with similar characteristics to provide superior customer experience. These products are sourced through similar channels and maintain consistent product margins across the portfolio.

–Geographical Region: Our business operates solely in the United States.

–Market or type of customer: Our business is focused on providing pet parents in the United States a one-stop destination for their needs. Additionally, nearly 70% of our consolidated net sales are driven by our pet parents who have signed-up for our Autoship program which provides regular monthly shipments to these customers.

–Type of contract and contract duration: We do not maintain long-term contracts with our customers. A customer will place an order on our storefront applications, and once that distinct order has been fully shipped, we have satisfied our performance obligation to that customer and there are no remaining performance obligations with such customer. Our Autoship program is non-binding and a customer can exit the program or stop shipment at any time.

–Sales Channel: Our products are sold in the same manner through our storefront applications and address the same needs of the same pet parent consumer.

Therefore, we believe that disclosing the aggregate revenues for consumables, hardgoods and other pet products as a single group of similar products is in accordance with the guidance of ASC 606. Notwithstanding the preceding, the level of disaggregation is subject to re-evaluation for appropriate disclosure in the future, as necessary, due to changes to the Company or our business, either organically or through future acquisitions, divestitures, or otherwise.

5. Debt, page 60

3.Staff’s comment: We note your disclosure in Item 5 that terms of your credit facilities contain restrictions on your ability to pay dividends. Please tell us your consideration describing the most significant restrictions on the payment of dividends, indicating their pertinent provisions. Please refer to Rule 4-08(e)(1) of Regulation S-X.

Response: We respectfully acknowledge the Staff’s comment.  As stated in Item 5 of our Form 10-K for the fiscal year ended February 2, 2020, we do not intend to pay any cash dividends for the foreseeable future. As such and because the restrictions are customary, we do not consider it material or meaningful to investors to disclose information with respect to the specific restrictions contained in our revolving credit facility on the Company’s ability to pay dividends.

10. Net Loss Per Share, page 68

4.Staff’s comment: Please tell us your consideration of disclosing RSUs and PIUs that could potentially dilute basic loss per share in the future that were not included in the computation of diluted loss per share because to do so would have been antidilutive for the years presented. Please refer to ASC 260-10-50-1c.

Response: We respectfully acknowledge the Staff’s comment. The Company maintains one class of potentially dilutive securities issued pursuant to our 2019 Omnibus Incentive Plan (the “Chewy 2019 Plan”). The restricted stock units (RSUs) that were granted to individuals as part of the Company’s overall compensation program vest based on a defined requisite service period. A description of the Chewy 2019 Plan as well as the number of units of unvested RSUs outstanding was presented in Note 8, Share-Based Compensation of our Form 10-K for the fiscal year ended February 2, 2020. As the Company is in a net loss position, the total number of RSUs presented are excluded from diluted net loss per share (“EPS”) as the effect would have been antidilutive.

For further clarity, we have expanded our net loss per share disclosures beginning with our Form 10-Q for the quarterly period ended May 3, 2020. We have included the number of shares of unvested RSUs (which is also disclosed in our share-based compensation footnote) that were excluded from the computation of diluted net loss per share attributable to common stockholders as the effect of such inclusion would have been antidilutive since the Company generated net losses to common stockholders.

For purposes of our comparative financials, the above disclosure is not meaningful for quarterly periods ended May 5, 2019 and earlier. As disclosed in our Form 10-K, the Company’s capital structure prior to our initial public offering is not comparable to current period presentation. The presentation of our comparative periods was previously reclassified to reflect that change. The profits interests units (PIUs) in one of the Company’s parent companies were cancelled at the date of the effectiveness of the Company’s Registration Statement on Form S-1 and disclosing such units would not be meaningful to an investor.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions regarding this matter, please do not hesitate to contact me at (954) 334-3816 or by e-mail at mmarte@chewy.com.

 Sincerely,

 /s/ Mario Marte

 Mario Marte

 Chief Financial Officer

United States securities and exchange commission logo
May 29, 2020
Mario Marte
Chief Financial Officer
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, FL 33004
Re:Chewy, Inc.
Form 10-K for the Fiscal Year Ended February 2, 2020
10-K Filed April 2, 2020
File No. 1-38936
Dear Mr. Marte:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended February 2, 2020
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 37
1.We note you present Adjusted EBITDA margin.  Please explain to us how you have
complied with Item 10(e)(1)(i)(A) of Regulation S-K in providing a presentation of equal
or greater prominence, of the most directly comparable GAAP measure.  Please note that
this comment also applies to your presentation of the measure in Form 8-K filed April 2,
2020.

 FirstName LastNameMario Marte
 Comapany NameChewy, Inc.
 May 29, 2020 Page 2
 FirstName LastName
Mario Marte
Chewy, Inc.
May 29, 2020
Page 2
Notes to Consolidated Financial Statements
1. Description of Business
Revenue Recognition, page 55
2.Please tell us how you considered the requirement to disclose disaggregated revenues in
accordance with ASC 606-10-50-5.  In this regard, we note you generate net sales from
sales of pet food, pet products, pet medications and other pet health products.  We also
note your disclosure of net sales from consumables, hardgoods and other in management's
discussion and analysis of financial condition and results of operations on page 41 and the
analysts questions regarding your pharmacy business in your fourth quarter 2019 earnings
call.
5. Debt, page 60
3.We note your disclosure in Item 5 that terms of your credit facilities contain restrictions
on your ability to pay dividends.  Please tell us your consideration describing the most
significant restrictions on the payment of dividends, indicating their pertinent provisions
Please refer to Rule 4-08(e)(1) of Regulation S-X.
10. Net Loss Per Share, page 68
4.Please tell us your consideration of disclosing RSUs and PIUs that could potentially dilute
basic loss per share in the future that were not included in the computation of diluted loss
per share because to do so would have been antidilutive for the years presented.  Please
refer to ASC 260-10-50-1c.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Scott Stringer at 202-551-3272 or me at 202-551-3344 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Company's Acceleration Request

 Chewy, Inc.

1855 Griffin Road, Suite B-428

Dania Beach, Florida 33004

June 11, 2019

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mr. Charles Guidry

Re:
 Chewy, Inc.

Registration Statement on Form S-1

Filed April 29, 2019

File No. 333-231095

Ladies and Gentlemen:

 Chewy,
Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-231095, as amended,
to 4:00 p.m., Eastern Time, on June 13, 2019, or as soon thereafter as practicable.

 The Company hereby acknowledges its
responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In
connection with the foregoing request for acceleration of effectiveness, the Company hereby further acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Joshua Korff of Kirkland & Ellis LLP, special counsel to the
Company, at (212) 446-4943, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Susan Helfrick

Susan Helfrick

General Counsel

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Underwriters Acceleration Request

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

J.P. Morgan Securities LLC

 383 Madison Avenue

New York, New York 10179

 June 11, 2019

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

 Attn: Ms. Charles Guidry

Re:
 Chewy, Inc.

Registration Statement on Form S-1

Registration File No. 333-231095

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as
representatives of the several underwriters, hereby join in the request of Chewy, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement on Form
S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on June 13, 2019 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Kirkland & Ellis LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately
5,900 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 3, 2019 through the date hereof, to prospective underwriters, institutions, dealers and
others.

 We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 By:

 Morgan Stanley & Co. LLC

By:

 /s/ Ray Yousefian

 Name: Ray Yousefian

 Title: Vice President

 By:

 J.P. Morgan Securities LLC

By:

 /s/ Alice Takhtajan

 Name: Alice Takhtajan

 Title: Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 June 7, 2019

VIA EDGAR

 Mr. Charles Guidry

Office of Consumer Products

 Division of Corporate Finance

Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Chewy, Inc.

 Registration Statement on Form S-1

 Filed April 29, 2019

 File No 333-231095

On behalf of our client, Chewy, Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated
June 5, 2019, containing the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced
Registration Statement on Form S-1 (File No. 333-231095) filed by the Company on April 29, 2019 (the “Registration Statement”).

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered
the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment.

Intercompany Loan Agreements, page 79

1.
 Staff’s comment: We note the expanded disclosure in this section. Please tell us what
consideration you gave to including disclosure about this agreement in your Certain Relationships and Related Party Transactions section and to including it as an exhibit. See Items 404 and 601(b)(10) of Regulation S-K.

 Response: The Company advises the Staff that it considered
including disclosure about this agreement in the Certain Relationships and Related Party Transactions section and filing it as an exhibit to the Registration Statement and determined that neither was required under Items 404 and
601(b)(10) of Regulation S-K.

 Instruction 4.b. to paragraph (a) of Item 404 of Regulation S-K provides that disclosure need not be provided of any indebtedness transaction for the related persons specified in Instruction 1.b. to paragraph (a) of Item 404. Instruction 1.b. to paragraph (a) of
Item 404 provides that the

 Page 2

term “related person” includes a security holder covered by Item 403(a) of Regulation S-K
and certain family members. Accordingly, because PetSmart, Inc. (“PetSmart”) is a related person specified in Instruction 1.b. to paragraph (a) of Item 404, the Company submits that disclosure of the intercompany loan agreement and
transactions pursuant to this agreement is not required in the Certain Relationships and Related Party Transactions section pursuant to Instruction 4.b. The Company notes that the existence of the intercompany loan agreement, the
outstanding amount as of the most recent practicable date and the fact the agreement may be terminated in connection with this offering without cash repayment are all adequately disclosed to potential investors in the Capitalization and
Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Registration Statement.

The Company also submits that the intercompany loan agreement is not required to be filed as an exhibit under Item 601(b)(10) of Regulation S-K because the agreement is immaterial in both amount and significance as provided in paragraph (b)(10)(ii). First, the intercompany loan agreement is an agreement entered into in the ordinary course of business
between a parent and its subsidiary, pursuant to which each party may make loans from time to time to the other for cash management purposes. Second, the amounts involved are immaterial to the Company and PetSmart. Third, as noted above, the
existence of the intercompany loan agreement, the outstanding amount as of the most recent practicable date and the fact the agreement may be terminated in connection with this offering without cash repayment are all adequately disclosed to
potential investors. Accordingly, the Company submits that filing this agreement is not required under Item 601(b)(10) of Regulation S-K and would not provide any material or meaningful information to
investors beyond the disclosure included in the Registration Statement.

 Notes to Consolidated Financial Statements, page F-8

2.
 Staff’s comment: Please tell us your consideration of providing the product group
disclosures required by ASC 280-50-40; for example, revenues might be disaggregated for consumables, premium consumables, supplies and pharmacy items or on some other
basis.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that it
considered the guidance for entity-wide disclosures related to product groups under Accounting Standards Codification (ASC)
280-10-50-40 and determined that additional disclosures of disaggregated net sales by product groups were not meaningful to allow
potential investors to understand its business activities, historical performance, or future prospects. The Company believes that the nature of its products across categories are similar as the products are purchased from the same type of suppliers,
sold in the same manner through the Company’s website or mobile app, and address the same needs of the same pet parent consumer. Accordingly, the Company does not believe such disclosure would be material to its potential investors.

When determining the level at which net sales by product groups should be reported under ASC 280-10-50-40, the Company first considered that its net sales principally consist of pet consumables and pet hardgoods and that net sales from other pet products are
immaterial. The Company further considered the aggregation criteria in ASC 280-10-50-11 by analogy and

 Page 3

determined the characteristics of its pet products within the consumables and hardgoods groups are similar in nature. Each product group is
comprised of goods specifically for pets and are aimed at appealing to the same broad range of pet parent consumers looking for a one stop shop for all of their pet needs. The Company also considered that the consumables and hardgoods have similar
economic characteristics as there is low seasonality impacts for pet consumables and pet hardgoods and there has been no significant change in the mix or performance of these product groups as a percentage of total net sales or profitability. The
Company also does not manufacture any of its products sold; rather, the finished products are procured from similar suppliers, sold via its e-commerce platform to the same type of customers and fulfilled
through the same distribution network. As such, the Company considered that both product groups share similar characteristics.

 Therefore,
the Company believes that disclosing the aggregate revenues for all pet consumables, hardgoods and other pet products as a single group of similar products is in accordance with the guidance of ASC 280.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

 Sincerely,

 /s/ Joshua N. Korff

 Joshua N. Korff

 VIA E-MAIL

cc:
 Sumit Singh

 Mario Marte

 Susan Helfrick

 Chewy, Inc.

 Tim Cruickshank

 Kirkland & Ellis LLP

 Michael Kaplan

 Marcel Fausten

 Davis Polk & Wardwell LLP

June 5, 2019
Sumit Singh
CEO
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004
Re:Chewy, Inc.
Registration Statement on Form S-1
Amendment No. 2 Filed May 30, 2019
Amendment No. 3 Filed June 3, 2019
File No. 333-231095
Dear Mr. Singh:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Form S-1/A filed June 3, 2019
Intercompany Loan Agreements, page 79
1.We note the expanded disclosure in this section. Please tell us what consideration you
gave to including disclosure about this agreement in your Certain Relationships and
Related Party Transactions section and to including it as an exhibit.  See Items 404 and
601(b)(10) of Regulation S-K.
Notes to Consolidated Financial Statements, page F-8
2.Please tell us your consideration of providing the product group disclosures required by
ASC 280-50-40; for example, revenues might be disaggregated for consumables, premium

 FirstName LastNameSumit Singh
 Comapany NameChewy, Inc.
 June 5, 2019 Page 2
 FirstName LastName
Sumit Singh
Chewy, Inc.
June 5, 2019
Page 2
consumables, supplies and pharmacy items or on some other basis.
            You may contact Tatanisha Meadows at 202-551-3322 or Robyn Manuel at 202-551-
3823 if you have questions regarding comments on the financial statements and related
matters.  Please contact Charles Guidry at 202-551-3621 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
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CORRESP

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

 May 17,
2019

 VIA EDGAR

 Ms. Ta Tanisha
Meadows

 Staff Accountant

Office of Consumer Products

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

 Washington,
D.C. 20549

Re:
 Chewy, Inc.

 Registration Statement on Form S-1

 Filed April 29, 2019

 File No 333-231095

On behalf of our client, Chewy, Inc. (the “Company”), we set forth below the Company’s responses to the
letter, dated May 14, 2019, containing the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above
referenced Registration Statement on Form S-1 (File No. 333-231095) filed by the Company on April 29, 2019 (the “Registration
Statement”).

 In order to facilitate your review of our responses, we have restated each of the Staff’s
comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately
below the corresponding numbered comment.

 In addition, the Company has revised the Registration Statement in response to
the Staff’s comments and is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) concurrently with this letter, which reflects these revisions and clarifies certain other information.
Page numbers in the text of the Company’s responses correspond to page numbers in the Amendment No. 1. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment No. 1.

 Page 2

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

Factors Affecting Our Performance

 Efficiency of
Spending on Advertising and Marketing, page 66

1.
 Staff’s comment: We note your disclosure of lifetime value of customer (LTV) to customer
acquisition cost (CAC) ratios. Please tell us your consideration of the applicability of the disclosure requirements in Item 10(e) of Regulation S-K with respect to your presentation of these ratios.
In this regard, we note that the computation of LTV is based on cumulative contribution profit, which appears to be a non-GAAP measure of income.

 Response: As further described in the response to comment 2 below, the Company does not
consider the amounts underlying the LTV to CAC ratio, including cumulative contribution profit by cohort, to be useful or material information for separate disclosure in understanding the Company’s business, including marketing returns by
cohort. Therefore, the Company does not disclose cumulative contribution profit by cohort nor aggregate contribution profit for all cohorts for any fiscal period presented. Accordingly, the Company respectfully submits the individual cohort
cumulative contribution profit as part of the LTV to CAC ratios does not require any additional disclosure under Item 10(e) of Regulation S-K and, in particular, cannot be reconciled in any
meaningful way.

2.
 Staff’s comment: Enhance your disclosure to provide the amounts that underlie the ratios
you disclose. For example, provide the CAC and LTV amounts per customer, per period represented.

 Response: The Company advises the Staff that it does not believe additional disclosure
regarding the LTV to CAC ratios would be material to potential investors in the Company. In particular, the Company does not consider the amounts underlying the LTV and CAC ratio calculations to be material to potential investors. The Company has
included the LTV to CAC ratios for its 2012-2017 cohorts to demonstrate (1) how it tracks the efficiency of its spending on advertising and marketing and (2) the similar ordering behavior of its different cohorts. The Company’s
disclosure of LTV to CAC ratios is also intended to help investors understand the Company’s history and the improvement in returns with respect to its marketing efforts by cohort. Accordingly, the Company believes it is the ratio of LTV to CAC
itself which may enhance investors’ understanding of the Company and its business, rather than the amounts underlying this ratio. For these reasons, the Company has not disclosed cumulative contribution profit by cohort nor aggregate
contribution profit for all cohorts for any fiscal period. The Company also believes that its results of operations data in the Registration Statement and its financial statements provide sufficient information to allow investors to assess the
Company’s performance.

 Page 3

Principal and Selling Stockholders, page 118

3.
 Staff’s comment: We note your response to prior comment 10. Please revise your disclosure
to identify the members of the board of directors of Argos Holdings GP LLC. Please also tell us why you have not disclosed that affiliates of BC Partners are beneficial owners, given your disclosure elsewhere that such affiliates control Argos
Holdings.

 Response: The Company advises the Staff that the board of directors of Argos Holdings GP LLC
(“Argos GP”) is comprised of 12 individuals, including Mr. Raymond Svider, Mr. Fahim Ahmed and Mr. Michael Chang as appointees of BC Partners. Pursuant to the provisions of the organizational documents of Argos GP,
these BC Partners-appointed directors can exercise majority voting power over voting and investment decisions with respect to Company securities made by the board of Argos GP. In addition, each of Messrs. Svider, Ahmed and Chang can exercise the
voting power of the other BC Partners-appointed directors if such other directors are not present at a meeting of the board of Argos GP. No other member of the board of Argos GP can exercise majority voting power. Based on the so-called “rule of three,” because voting and investment decisions with respect to issuer securities require a vote of a majority of three or more persons, none of the
non-BC Partners-appointed directors will be deemed the beneficial owner of those securities for purposes of Section 13(d). See Southland Corp. (July 8, 1987). Accordingly, the Company submits that
none of these other directors exercises investment or voting control over the Company’s securities (except with respect to the shares in which he or she directly holds a pecuniary interest), none of these other directors will be deemed the
beneficial owner of those securities for purposes of Section 13(d) and no natural persons (other than Messrs. Svider, Ahmed and Chang) are required to be named in the Registration Statement. The Company has updated the disclosure on pages 120
and 121 to disclose that Messrs. Svider, Ahmed and Chang are members of the board of directors of Argos GP and may exercise majority voting power at meetings of the board with respect to voting and investment decisions with respect to Company
securities held by Argos Holdings L.P.

 The Company acknowledges the Staff’s comment regarding BC
Partners and has updated the disclosure on pages 120 and 121.

 Certain Relationships and Related Party Transactions, page 129

4.
 Staff’s comment: We note your response to Comment 11. Please confirm that you will
similarly update the disclosure for the Master Transaction Agreement.

 Response: The Company acknowledges the Staff’s comment and has updated the disclosure on
page 131.

 Page 4

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter,
please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

 Sincerely,

 /s/ Joshua N. Korff

 Joshua N. Korff

 VIA E-MAIL

cc:
 Robyn Manuel

 Securities and Exchange Commission

 Sumit Singh

 Mario Marte

 Susan Helfrick

 Chewy, Inc.

 Tim Cruickshank

 Kirkland & Ellis LLP

 Michael Kaplan

 Marcel Fausten

 Davis Polk & Wardwell LLP

May 14, 2019
Sumit Singh
CEO
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004
Re:Chewy, Inc.
Registration Statement on Form S-1
Filed April 29, 2019
File No. 333-231095
Dear Mr. Singh:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Performance
Efficiency of Spending on Advertising and Marketing, page 66
1.We note your disclosure of lifetime value of customer (LTV) to customer acquisition cost
(CAC) ratios.  Please tell us your consideration of the applicability of the disclosure
requirements in Item 10(e) of Regulation S-K with respect to your presentation of these
ratios.  In this regard, we note that the computation of LTV is based on cumulative
contribution profit, which appears to be a non-GAAP measure of income.
2.Enhance your disclosure to provide the amounts that underlie the ratios you disclose.  For
example, provide the CAC and LTV amounts per customer, per period represented.

 FirstName LastNameSumit Singh
 Comapany NameChewy, Inc.
 May 14, 2019 Page 2
 FirstName LastName
Sumit Singh
Chewy, Inc.
May 14, 2019
Page 2
Principal and Selling Stockholders, page 118
3.We note your response to prior comment 10.  Please revise your disclosure to identify the
members of the board of directors of Argos Holdings GP LLC.   Please also tell us why
you have not disclosed that affiliates of BC Partners are beneficial owners, given your
disclosure elsewhere that such affiliates control Argos Holdings.
Certain Relationships and Related Party Transactions, page 129
4.We note your response to Comment 11. Please confirm that you will similarly update the
disclosure for the Master Transaction Agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tatanisha Meadows at 202-551-3322 or Robyn Manuel at 202-551-
3823 if you have questions regarding comments on the financial statements and related
matters.  Please contact Charles Guidry at 202-551-3621 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
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CORRESP

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

 April 29,
2019

 VIA EDGAR

Ms. Ta Tanisha Meadows

 Staff Accountant

Office of Consumer Products

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

Washington, D.C. 20549

Re:
 Chewy, Inc.

Draft Registration Statement on Form S-1

Submitted February 8, 2019

File No 377-02494

On behalf of our client, Chewy, Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated
March 8, 2019, containing the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Draft
Registration Statement on Form S-1 (File No. 377-02494) confidentially submitted by the Company on February 8, 2019 (the “Draft Registration
Statement”).

 In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this
letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the
corresponding numbered comment.

 In addition, the Company has revised the Draft Registration Statement in response to the Staff’s
comments and is publicly filing the registration statement on Form S-1 (the “Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain
other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

Beijing    Boston    Chicago    Dallas    Hong Kong
   Houston    London    Los Angeles    Munich    Palo Alto    San Francisco
Shanghai    Washington, D.C.

  Page
 2

 Prospectus Summary, Our Strengths, page 5

1.
 Staff’s comment: Enhance your discussion of your loyal customer base to quantify your
statement that your customers spend more on average the longer they remain active.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosures on pages 6 and 86 to enhance the discussion of the Company’s loyal customer base by quantifying the statement that customers spend more on average the longer they remain
active.

 Risk Factors, We will remain a restricted subsidiary. . ., page 40

2.
 Staff’s comment: You indicate that the terms of PetSmart’s credit facilities and
indentures “may” restrict your ability to accomplish various acts, including paying dividends, making investments, and disposing of assets. If you have certainty as to which of these activities are restricted, or under what circumstances a
restriction would apply, please disclose the same to your investors.

 Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 41 and 42.

 Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 53

3.
 Staff’s comment: Please disclose any known trends or uncertainties that have had, or that
you reasonably expect will have, a material favorable or unfavorable impact on your net sales or your net losses. See Item 303(a)(3)(ii) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment. The Company has considered Item 303(a)(3)(ii) of Regulation S-K and advises the Staff that it has disclosed the growth of our Autoship subscription program as a key driver of recurring net sales and customer retention. The Company expects that growth in
Autoship customer sales will continue to have a material favorable impact on net sales. In addition, the Company has disclosed the increasing shift from in-store to online purchases in the pet industry as a
significant opportunity for growth. The Company has also revised disclosure on pages 2 and 82 to include additional information regarding the secular shift from in-store to online purchases, which will
continue to affect our growth and net sales.

 In addition, the Company advises the Staff that while it believes the Company will continue a
favorable upward trend in net sales as it increases its investment in advertising, launches new fulfillment centers, expands its offerings, hires additional personnel and continues to develop features on its website and mobile applications, it does
not reasonably expect such a trend to have a material impact on net sales or net losses. In this regard, the Company notes that its operating expenses are expected to increase due to the launch and/or expansion of fulfillment centers and customer
service centers to further grow its fulfillment and customer care capacity. Relatedly, the Company is continuing to identify and evaluate potential new fulfillment sites, which it believes will increase net sales. To the extent the Company makes the
determination that it reasonably expects that such factors will have a material favorable or unfavorable impact on net sales or net losses, the Company will include the necessary disclosure in its future filings in accordance with
Item 303(a)(3)(ii) of Regulation S-K.

  Page
 3

 Key Financial and Operating Data, page 54

4.
 Staff’s comment: Please tell us why the percentage changes in net cash provided by (used in)
operating activities and in free cash flow is not meaningful to your investors. We note that the percentage changes for each are larger than the other percentage changes in the chart.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 61.

5.
 Staff’s comment: Disclose the number of orders you have fulfilled over the periods of time
presented here or, if you do not believe this metric is material to investors, please tell us why.

Response: The Company acknowledges the Staff’s request for expanded disclosure relating to the number of orders fulfilled
over the periods of time presented and respectfully advises that it does not believe that it is necessary to provide additional disclosure because the number of orders fulfilled is not a relevant metric to evaluate the Company’s performance due
to the variability in the number of items and average order value of each order fulfilled.

 Factors Affecting our Performance, page 56

6.
 Staff’s comment: Please provide a narrative discussion of the Annual Net Sales (excluding
refunds) by Cohort chart. Also, enhance the details of the chart so that the Net Sales amounts are readily quantifiable.

Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 63 to provide a
narrative discussion of the Annual Net Sales (excluding refunds) by Cohort chart and has also revised the chart to clarify the Annual Net Sales (excluding refunds) by Cohort for fiscal years 2011-2014, 2015, 2016, 2017 and 2018.

7.
 Staff’s comment: Where you discuss your expected growth of brand awareness, enhance this
discussion to provide quantified historical information about the costs, either on a per customer or per cohort basis, to acquire or retain your customers given that your advertising and marketing costs have remained constant as a percentage of net
sales and, according to your disclosure, are expected to increase.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosures on pages 66 and 67 to provide quantified historical information about the costs per cohort to acquire customers. As illustrated by the chart provided, the Company has increased its marketing spend
in each period to increase customers acquired in each cohort. However, its spending on marketing has decreased relative to its annual revenue per cohort.

  Page
 4

 Results of Consolidated Operations, page 60

8.
 Staff’s comment: Revise your disclosure of your private brands to quantify the extent to
which they contributed to an increase in net sales, given the role such products are expected to play in your overall growth strategy.

Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 8 and 88 to quantify
the extent to which private brands contributed to an increase in net sales.

 Critical Accounting Policies and Estimates, page 65

9.
 Staff’s comment: Please clarify the extent to which your revenues relate to products that
are shipped directly to customers by vendors and tell us your consideration of discussing your revenue recognition policies for these particular sales separately, including principal versus agent considerations, front and back end inventory risk for
these products and the timing of revenue recognition.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 76-77 to enhance the discussion of revenue recognition, which includes the principal versus agent considerations. Separately, the Company notes that it does not discuss shipments directly from
vendors to customers as these transactions are de minimis in nature.

 Principal and Selling Stockholders, page 103

10.
 Staff’s comment: Please identify the natural persons with voting investment power over the
securities held by PetSmart and Argos Holdings. We note your disclosure elsewhere that PetSmart is a wholly-owned subsidiary of Argos Holdings and that Argos Holdings is controlled by affiliates of BC Partners. Please identify the affiliates of BC
Partners and the natural persons who control them. See Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

Response: The Company acknowledges the staff’s comment and respectfully advises the Staff that Chewy, Inc. is controlled by
PetSmart, Inc., which is in turn a wholly owned subsidiary of Argos Holdings L.P. Argos Holdings L.P. is controlled by its general partner, the board of directors of which comprises three or more individuals. Pursuant to the so-called “rule of three,” if voting or investment decisions with respect to issuer securities require a vote of a majority of three or more persons, none of them will be deemed the beneficial owner of
those securities for purposes of Section 13(d). See Southland Corp. (July 8, 1987). Because the board of directors of the general partner of Argos Holdings L.P. has three or more individuals, none of which exercises investment or voting
control over the Company’s securities (except with respect to the shares in which he or she directly holds a pecuniary interest), none of them will be deemed the beneficial owner of those securities for purposes of Section 13(d). As such,
no natural persons are required to be named in the Registration Statement

  Page
 5

 Certain Relationships and Related Party Transactions, page 113

11.
 Staff’s comment: Please provide the approximate dollar value of the amount of
PetSmart’s interest in each of the Master Transaction Agreement, the operating agreement related to your pharmacy operations, and the agreement governing sales of the private brand products. Please see Item 404(a)(4) of Regulation S-K.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 129.

 Consolidated Statements of Operations, page F-5

12.
 Staff’s comment: Given the significance of the charges, please tell us your consideration of
disclosing on the face of the statements of operations the amount of accretion of convertible redeemable preferred stock along with net loss attributable to common stockholders. Likewise, tell us your consideration of disclosing these amounts in
both summary and selected financial data.

 Response: The Company acknowledges the Staff’s comment and
advises that it considered the guidance applicable to the presentation of earnings per share contained in ASC 260, Earnings per share. The Company concluded that, based on the significant changes in capitalization of the Company that
occurred in connection with the Company’s equity reorganization as disclosed in Footnote 1 - Description of Business and Basis of Presentation, disclosing the amount of accretion of convertible redeemable preferred stock along with net
loss attributable to common stockholders on the face of the statements of operations as well as the summary and selected financial data would not provide investors with useful or comparable information on the performance of the Company and its
businesses.

 Net Loss per Share, page F-27

13.
 Staff’s comment: The computation of earnings per share for the fiscal year ended
January 28, 2018 does not appear to agree with the face of the statements of operations. Please revise or advise.

Response: In response to the Staff’s comment, the Company has revised the disclosure on
page F-28 of the Registration Statement to include total net loss per share for all common stockholders in order to reconcile to the presentation on the face of the statements of operations.

  Page
 6

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

Sincerely,

 /s/ Joshua N. Korff

Joshua N. Korff

 VIA E-MAIL

cc:
 Robyn Manuel

Securities and Exchange Commission

Sumit Singh

 Mario Marte

Susan Helfrick

 Chewy,
Inc.

 Tim Cruickshank

Kirkland & Ellis LLP

Michael Kaplan

 Marcel Fausten

 Davis Polk & Wardwell LLP

March 8, 2019
Sumit Singh
CEO
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004
Re:Chewy, Inc.
Draft Registration Statement on Form S-1
Submitted on February 8, 2019
CIK No. 0001766502
Dear Mr. Singh:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Strengths, page 5
1.Enhance your discussion of your loyal customer base to quantify your statement that your
customers spend more on average the longer they remain active.
Risk Factors
We will remain a restricted subsidiary . . ., page 40
2.You indicate that the terms of PetSmart's credit facilities and indentures "may" restrict
your ability to accomplish various acts, including paying dividends, making investments,
and disposing of assets. If you have certainty as to which of these activities are restricted,

 FirstName LastNameSumit Singh
 Comapany NameChewy, Inc.
 March 8, 2019 Page 2
 FirstName LastNameSumit Singh
Chewy, Inc.
March 8, 2019
Page 2
or under what circumstances a restriction would apply, please disclose the same to your
investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
53
3.Please disclose any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on your net sales or your net
losses. See Item 303(a)(3)(ii) of Regulation S-K.
Key Financial and Operating Data, page 54
4.Please tell us why the percentage changes in net cash provided by (used in) operating
activities and in free cash flow is not meaningful to your investors. We note that the
percentage changes for each are larger than the other percentage changes in the chart.
5.Disclose the number of orders you have fulfilled over the periods of time presented here
or, if you do not believe this metric is material to investors, please tell us why.
Factors Affecting our Performance, page 56
6.Please provide a narrative discussion of the Annual Net Sales (excluding refunds) by
Cohort chart.  Also, enhance the details of the chart so that the Net Sales amounts are
readily quantifiable.
7.Where you discuss your expected growth of brand awareness, enhance this discussion to
provide quantified historical information about the costs, either on a per customer or per
cohort basis, to acquire or retain your customers given that your advertising and marketing
costs have remained constant as a percentage of net sales and, according to your
disclosure, are expected to increase.
Results of Consolidated Operations, page 60
8.Revise your disclosure of your private brands to quantify the extent to which they
contributed to an increase in net sales, given the role such products are expected to play in
your overall growth strategy.
Critical Accounting Policies and Estimates, page 65
9.Please clarify the extent to which your revenues relate to products that are shipped directly
to customers by vendors and tell us your consideration of discussing your revenue
recognition policies for these particular sales separately, including principal versus agent
considerations, front and back end inventory risk for these products and the timing of
revenue recognition.

 FirstName LastNameSumit Singh
 Comapany NameChewy, Inc.
 March 8, 2019 Page 3
 FirstName LastName
Sumit Singh
Chewy, Inc.
March 8, 2019
Page 3
Principal and Selling Stockholders, page 103
10.Please identify the natural persons with voting investment power over the securities held
by PetSmart and Argos Holdings. We note your disclosure elsewhere that PetSmart is a
wholly-owned subsidiary of Argos Holdings and that Argos Holdings is controlled by
affiliates of BC Partners.  Please identify the affiliates of BC Partners and the natural
persons who control them. See Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

Certain Relationships and Related Party Transactions, page 113
11.Please provide the approximate dollar value of the amount of PetSmart's interest in each
of the Master Transaction Agreement, the operating agreement related to your pharmacy
operations, and the agreement governing sales of the private brand products. Please see
Item 404(a)(4) of Regulation S-K.
Consolidated Statements of Operations, page F-5
12.Given the significance of the charges, please tell us your consideration of disclosing on
the face of the statements of operations the amount of accretion of convertible redeemable
preferred stock along with net loss attributable to common stockholders.  Likewise, tell us
your consideration of disclosing these amounts in both summary and selected financial
data.
Net Loss per Share, page F-27
13.The computation of earnings per share for the fiscal year ended January 28, 2018 does not
appear to agree with the face of the statements of operations.  Please revise or advise.
            You may contact Ta Tanisha Meadows, Staff Accountant, at 202-551-3322 or Robyn
Manuel, Staff Accountant, at 202-551-3823 if you have questions regarding comments on the
financial statements and related matters.  Please contact Charlie Guidry, Staff Attorney, at 202-
551-3621, or Mara Ransom, Assistant Director, at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products