TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 19, 2021 John Enwright Chief Financial Officer Vera Bradley, Inc. 12420 Stonebridge Road Roanoke, IN 46783 Re: Vera Bradley, Inc. Form 10-K for the Year Ended February 1, 2020 Filed March 31, 2020 File No. 001-34918 Dear Mr. Enwright: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Year Ended February 1, 2020 Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm, page 56 1. Please tell us how you determined that you complied with Rule 2-05 of Regulation S- X given that your principal auditor makes reference to the work of other auditors in the final paragraph of their report. John Enwright Vera Bradley, Inc. January 19, 2021 Page 2 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 Jeffrey Gordon at 202-551-3866 or Mindy Hooker at 202-551- 3732 with any questions. FirstName LastNameJohn Enwright Sincerely, Comapany NameVera Bradley, Inc. Division of Corporation Finance January 19, 2021 Page 2 Office of Manufacturing FirstName LastName