TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 29, 2021 John Rettig Chief Financial Officer Bill.com Holdings, Inc. 1800 Embarcadero Road Palo Alto, CA 94303 Re: Bill.com Holdings, Inc. Form 10-K for the Fiscal Year Ended June 30, 2020 Filed August 31, 2020 Form 8-K furnished November 5, 2020 File No. 001-39149 Dear Mr. Rettig: We have reviewed your filing 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 June 30, 2020 Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 58 1. Please revise the first table on page 58 to disclose the comparable GAAP measure with greater prominence. Also, to avoid giving undue prominence to your non-GAAP financial measures, please move this section so that it follows the results of operations section. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non- GAAP Compliance and Disclosure Interpretations ("C&DIs"). John Rettig FirstName LastNameJohn Bill.com Holdings, Inc. Rettig Comapany January 29,NameBill.com 2021 Holdings, Inc. January Page 2 29, 2021 Page 2 FirstName LastName Consolidated Financial Statements Note 2 Revenue, Performance Obligations, Deferred Revenue and Deferred Costs, page 94 2. We note that a majority of your remaining performance obligations will be recognized "thereafter." Considering your multi-year arrangements, please tell us in what periods you expect to recognize the amounts included in "thereafter" and how your current disclosures reflect the appropriate time bands for your arrangements. Refer to ASC 606-10-50-13(b). Form 8-K furnished November 5, 2020 Exhibit 99.1 Non-GAAP Financial Measures, page 2 3. Your adjustments for internal use software and deferred costs remove the amortization and add back amounts capitalized in the period, which appears to convert these expenses to a cash basis. Please tell us how you considered whether such adjustments create a tailored accounting principle. Refer to Question 100.04 of the Non-GAAP C&DIs. 4. Notwithstanding the comment above, please tell us how you considered Question 100.01 of the Non-GAAP C&DIs as sales commissions and service costs appear to be normal, recurring cash operating expenses necessary to operate your business. Reconciliation of GAAP to Non-GAAP Data, page 7 5. You present what appears to be a non-GAAP income statement when reconciling non- GAAP measures to the most directly comparable GAAP measures. Please remove this presentation in future filings and revise to reconcile each non-GAAP measure separately. Refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. 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 Rebekah Lindsey, Staff Accountant at (202) 551-3303 or Christine Dietz, Senior Staff Accountant at (202) 551-3408 if you have questions regarding these comments. Sincerely, Division of Corporation Finance Office of Technology cc: Nicholas Dumont