TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo December 20, 2023 Lawrence P. Molloy Chief Financial Officer Sprouts Farmers Market, Inc. 5455 East High Street, Suite 111 Phoenix, AZ 85054 Re: Sprouts Farmers Market, Inc. Form 10-K for Fiscal Year Ended January 1, 2023 Form 10-Q for Fiscal Quarter Ended October 1, 2023 File No. 001-36029 Dear Lawrence P. Molloy: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. 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-Q for Fiscal Quarter Ended October 1, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Operating Activities, page 33 1. You disclose the primary driver of the $102.2 million, or 33%, increase in the reported amount of operating cash flows for the fiscal 2023 period compared to the corresponding prior year period is nearly $77.0 million of an increase in working capital. Please provide a more fulsome analysis of material changes in overall operating cash flows and the material components comprising such. For example, discuss underlying factors associated with each of the working capital items cited that contributed to the improved working capital position in fiscal 2023 and how that increased the reported amount of operating cash. Refer to Item 303 of Regulation S-K, Release No. 33-10890 that emphasizes the need for analysis and the introductory paragraph of section IV.B and B.1 of Release No. 33-8350 for more specific guidance regarding in performing your analysis. Lawrence P. Molloy Sprouts Farmers Market, Inc. December 20, 2023 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. Please contact Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 with any questions. FirstName LastNameLawrence P. Molloy Sincerely, Comapany NameSprouts Farmers Market, Inc. Division of Corporation Finance December 20, 2023 Page 2 Office of Trade & Services FirstName LastName