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March 14, 2023
Eddie Lazarus
Chief Financial Officer and Chief Legal Officer
Sonos, Inc.
614 Chapala Street
Santa Barbara CA 93101
Re:Sonos, Inc.
Form 10-K for Fiscal Year Ended October 1, 2022
File No. 1-38603
Dear Eddie Lazarus:
            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 period ended October 1, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Devlopments, page 31
1.We note your disclosures regarding inflationary pressures including the negative impact
on the global economy.  In future filings, please expand your disclosures to identify the
principal factors contributing to your inflationary pressures and the actions planned or
taken, if any, to mitigate the inflationary pressures and to quantify the resulting impact on
your results of operations and financial condition.
Non-GAAP Financial Measures , page 35
2.We note your presentation of Adjusted EBITDA, a non-GAAP measure, removes "Legal
and transaction related costs." We further note this adjustment appears for three
consecutive fiscal years.  Since legal expenses related to intellectual property litigation
appear to represent normal, recurring, cash operating expenses necessary to operate your
business, please tell us why you believe this adjustment aligns with the guidance

 FirstName LastNameEddie Lazarus
 Comapany NameSonos, Inc.
 March 14, 2023 Page 2
 FirstName LastName
Eddie Lazarus
Sonos, Inc.
March 14, 2023
Page 2
in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
3.We note you disclose Adjusted EBTIDA margin but do not disclose the comparable
GAAP margin. Please revise to include the comparable GAAP margin measure, net
income margin, with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations for
Non- GAAP Financial Measures.
Critical Accounting Policies and Estimates, page 41
4.Please enhance your disclosure to provide qualitative and quantitative information
necessary to understand the estimation and uncertainty in your critical accounting
estimates, to the extent material and reasonably available. Also, to the extent material,
discuss how much each estimate and/or assumption has changed over a relevant period,
and the sensitivity of the reported amounts to the methods, assumptions and estimates
underlying its calculation. Refer to Item 303(b)(3) of Regulation S-K.
            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 Charles Eastman at 202-551-3794 or Claire Erlanger at 202-551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing