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August 16, 2022
Charles Bracher
Chief Financial Officer
Grocery Outlet Holding Corp.
5650 Hollis Street
Emeryville, California 94608
Re:Grocery Outlet Holding Corp.
Form 10-K for the Fiscal Year Ended January 1, 2022
Filed March 2, 2022
Form 10-K for the Interim Period Ended July 2, 2022
Filed August 10, 2022
File No. 001-38950
Dear Mr. Bracher:
            We have limited our review of your filings 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 January 1, 2022
Operating Metrics and Non-GAAP Financial Measures
GAAP to Non-GAAP Reconciliations, page 49
1.Please explain to us why you continue to make adjustments for "non-cash rent" and
"provision for accounts receivable reserves" in calculating your non-GAAP financial
measures "Adjusted Net Income" and "Adjusted EBITDA."  Our understanding from our
review of your fiscal 2019 Form 10-K is that you would consider removing them effective
with the Form 10-K for fiscal 2020.

 FirstName LastNameCharles Bracher
 Comapany NameGrocery Outlet Holding Corp.
 August 16, 2022 Page 2
 FirstName LastName
Charles Bracher
Grocery Outlet Holding Corp.
August 16, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of fiscal 2021 (52 weeks) to fiscal 2020 (53 weeks) , page 52
2.When two or more factors are cited as variance factors in your annual and interim
period filings, please quantify each so investors may understand the magnitude and
relative impact of each.  In particular, you cite inflationary cost increases and supply chain
constraints as factors affecting cost of sales as a percentage of net sales without
quantifying either in your annual period and second quarter fiscal 2022 analyses.  Refer to
section 501.04 of the staff’s Codification of Financial Reporting Policies.  Also, refer
to Item 303(b)(2)(iii) of Regulation S-K in quantifying the impact of the factors cited for
changes in comparable store sales due to each of the average transaction size, number of
transactions and customer traffic.
Form 10-Q for the Interim Period Ended July 2, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the 13 and 26 weeks ended July 2, 2022 and July 3, 2021
Cost of Sales, page 26
3.Please explain to us and expand your disclosure to discuss what the cited factors of
"favorable purchasing environment" and "strong inventory management" represent, and
how they more than offset ongoing inflationary pressures.  In connection with this, tell us
and disclose as appropriate what is meant by your disclosure in "Impact of Inflation" on
page 32 of "flexibility of our unique buying model," "ability to price our products
frequently" and "selective price increases" to partially offset the impact of inflation on
your business and reconcile this partial impact with the fulsome inflationary offset
disclosure noted in the first sentence of the comment.
            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 Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services