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January 17, 2024

VIA EDGAR

Dave Edgar, Staff Accountant

Kathleen Collins, Accounting Branch Chief

Division of Corporate Finance

Office of Technology

United States Securities and Exchange Commission

Washington, DC 20549

Re: 8X8, Inc.

Form 10-K for the Year Ended March 31, 2023

Form 8-K Furnished on November 1, 2023

File No. 001-38312

Dear Mr. Edgar and Ms. Collins,

Set forth below are the responses of 8x8, Inc. (the “Company” or “we” or “us”) to the comments of the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance of the Commission (the “Staff”) set forth in the Staff’s letter to the Company, dated January 3, 2024 (the “Comment Letter”), with respect to the Company’s Form 10-K for the fiscal year ended March 31, 2023 and filed on May 25, 2023 (the “Form 10-K”), and the Company’s Form 8-K furnished on November 1, 2023 (the “Form 8-K”).

For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. The Staff’s comments have been indicated in bold italics.

Form 10-K for the Year Ended March 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations

Key Business Metrics, page 31

1.We note that the calculation of annualized recurring subscriptions and usage revenue (ARR) includes platform usage charges for all CPaaS customers (subject to minimum billings threshold for a period of at least six consecutive months). Please tell us what usage charges you are referring to here and revise to clarify whether certain usage fees are excluded from this measure. In this regard, your revenue recognition policy refers to bundled and non-bundled usage fees. Also, Fuze's policy referenced variable usage fees for blocks of additional minutes and other items systematically purchased in excess of plan limits. Refer to SEC Release No. 33-10751.

Response:

The Company respectfully advises the Staff that, as disclosed in our revenue recognition policy related to service revenue, usage fees, when bundled, are billed in advance and recognized over time on a ratable basis over the contractual subscription term, which is usually the monthly contractual billing period. Non-bundled usage fees are recognized as actual usage occurs. Accordingly, our ARR calculation includes prepaid telecommunication usage bundles and excludes any non-bundled telecommunication usage. We acknowledge that Fuze, Inc.’s pre-acquisition revenue recognition policy referenced variable usage fees for blocks of additional minutes and other items systematically purchased in excess of plan limits. The Company respectfully advises the Staff that, subsequent to our acquisition of Fuze, Inc. on January 18, 2022, we do not offer any such aforementioned blocks of additional minutes for purchase or other items systematically purchased in excess of plan limits.

In response to platform usage charges for CPaaS customers, the Company considers platform usage to be established and reasonably predictable once transitioned onto the platform. The Company utilizes historical platform usage reports on a rolling six-month basis and includes all customers that demonstrate consistent monthly usage above a minimum threshold in the ARR calculation. In response to the Staff’s comment, the Company advises the Staff that it has further considered the guidance in SEC Release No. 33-10751, and will further clarify our ARR calculation related to platform usage charges for customers in future filings, as reflected in the following revised disclosure (with proposed new text bold and underlined):

•“Annualized Recurring Subscriptions and Usage Revenue

Our management measures the success of our strategy to attract and retain customers, in part, by analyzing trends in ARR and believes ARR may be useful to investors in evaluating our performance. Our management believes ARR is a useful an important indicator for measuring the overall performance of the business because it includes encompasses new customer additions, add-on sales, renewals and customer churn within a single metric. Our management uses trends in total ARR and ARR by customer segment to assess our ongoing operations, allocate resources, and drive the financial performance of the business. We define

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ARR as (A) equal to the sum of the most recent month of (i) recurring subscription amounts and (ii) platform usage charges for all CPaaS customers (subject to a minimum billings threshold for a period of at least six consecutive months) that demonstrate consistent monthly usage above a minimum threshold over the prior six-month period, multiplied by 12, and (B) excluding any non-bundled or overage usage fees associated with UCaaS subscriptions.

ARR is a performance metric and should be viewed independently of revenue and deferred revenue, and ARR is not intended to be a substitute for, or combined with, any of these items. We caution that our presentation may not be consistent with that of other companies. We are not aware of any uniform standards for calculating ARR and caution that our presentation may not be consistent with that of other companies. For example, to the extent our ARR is used to evaluate trends in future revenue, such an evaluation would assume a sustained level of usage from existing customers which may fluctuate in future periods.”

Results of Operation,

Revenue, page 32

2.You state that service revenue increased during fiscal 2023, primarily due to your installed base of mid-market and enterprise customers, expanded deployments by existing customers, and growth in related telecom usage by your customers. You also refer to a partial offset due to a decrease in usage revenue in the Asia-Pacific region. Please revise to disclose the dollar or percentage change in revenue due to new versus existing customers. Also, tell us your consideration to disclose the number of customers in your installed base as you do in your Form 8-K earnings releases for your enterprise customers. In addition, where two or more factors contributed to a material change from period-to-period, including any offsetting factors, revise to include a quantitative discussion of such factors and avoid using vague terms such as "primarily" in favor of specific quantification. Similar revisions should be made in your Form 10-Q filings. In this regard, you refer to various factors such as increased churn, down-sell in your inorganic customer base and lower revenue in Southeast Asia region, partially offset by new subscription revenue and new organic bookings as contributing to the decrease in revenue during the three and six months ended September 30, 2022. Lastly, explain your reference to "inorganic" customer base and consider quantifying churn in future filings. Refer to Item 303(b) of Regulation S-K.

Response:

2(a) You state that service revenue increased during fiscal 2023, primarily due to your installed base of mid-market and enterprise customers, expanded deployments by existing customers, and growth in related telecom usage by your customers. You also refer to a partial offset due to a decrease in usage revenue in the Asia-Pacific region. Please revise to disclose the dollar amount or percentage change in revenue due to new versus existing customers.

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The Company respectfully advises the Staff that, although it cites the aforementioned factors for the change in revenues, approximately 80% of the increase in service revenue compared to the prior year was attributable to inclusion of a full year of revenue from customers acquired through the acquisition of Fuze, Inc. in January 2022.  The Company further advises the Staff that the other factors were related to our existing customers, such as increased revenues from expanded deployments of our UCaaS and CCaaS solutions, which were partially offset by decreases in CPaaS platform usage revenue in the Asia-Pacific region.

The Company further advises the Staff that, to the extent the impact of other factors needs to be identified and quantified for investors to better understand changes in service revenue in future periods, the Company will include a qualitative discussion accompanied by a quantified metric (e.g., dollar amount or percentage change in revenue).

Set forth below for the Staff’s consideration is an illustrative example of the Company’s proposed disclosure (with proposed new text bold and underlined):

“Service revenue increased by $107.7 million, or 17.9%, in for fiscal 2023, as compared to fiscal 2022, primarily due to a net increase in our installed base of mid-market and enterprise customers, expanded deployments by existing customers, and growth in related telecom usage by our customers.  The increase in service revenue reflected increased driven by an increase of $86.5 million, attributable to the full year inclusion of revenue from customers acquired from Fuze, Inc., and an increase of $42.6 million, related to sales of our UCaaS and CCaaS solutions., and increased adoption of our XCaaS integrated communication and collaboration platform.  A substantial portion of the growth in service revenue for the year ended March 31, 2023 was attributable to Fuze, which contributed approximately an $86.5 million increase compared to the year ended March 31, 2022. These increases was were partially offset by a $16.8 million decrease in usage revenue generated by our CPaaS platform, primarily in the Asia-Pacific region.”

2(b) Also, tell us your consideration to disclose the number of customers in your installed base as you do in your Form 8-K earnings releases for your enterprise customers.

In response to the Staff’s comment, the Company respectfully advises the Staff that prior to the beginning of Fiscal Year 2024 (including Fiscal Year 2023), the Company included total enterprise customer count in the metrics it had evaluated as indicators of potential future revenue growth. As the installed base of existing customers expanded, including expansion from the inclusion of customers added through the Fuze, Inc. acquisition, add-on revenue from expanded deployments by existing customers increased in significance and the addition of new-logo customers became less significant.

Starting Fiscal Year 2024, the Company began evaluating its operational performance based on the change in ARR by customer size category and not on specific customer counts, as the change in customer count no longer correlated to a similar  change in revenue.  The Company continues to review ARR growth, as well as changes in the mix, within the Enterprise, Mid-Market and Small Business categories and relies on the growth percentage as one of the measures of potential future performance within the specific ARR by customer size categories instead of specific customer count.

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2(c) In addition, where two or more factors contributed to a material change from period-to-period, including any offsetting factors, revise to include a quantitative discussion of such factors and avoid using vague terms such as "primarily" in favor of specific quantification. Similar revisions should be made in your Form 10-Q filings. In this regard, you refer to various factors such as increased churn, down-sell in your inorganic customer base and lower revenue in Southeast Asia region, partially offset by new subscription revenue and new organic bookings as contributing to the decrease in revenue during the three and six months ended September 30, 2022.

We respectfully acknowledge the Staff’s comment. In future filings (including Form 10-Q filings) where two or more factors contributed to a material change compared to a prior period, including any offsetting factors, we will include a quantitative metric (dollar amount or percentage change in revenue) of such factors and avoid using vague terms such as "primarily" in favor of specific quantification, to the extent practicable.

For the Staff’s consideration, please see an illustrative example of the Company’s proposed disclosure in the Company’s response to Comment 2(a) above.

2(d) Lastly, explain your reference to "inorganic" customer base and consider quantifying churn in future filings. Refer to Item 303(b) of Regulation S-K.

In response to the Staff’s comment, the Company respectfully advises the Staff that the service revenue decrease presented in the “Results of operations for the Six Months Ended September 30, 2023” disclosure attributed to inorganic sources referred to customers acquired with the acquisition of Fuze, Inc. that either reduced services or terminated their contracts with the Company and is disclosed in line with Item 303(b)(2)(iii). The reference to increased churn on an inorganic base was determined for the quarter ended September 30, 2023. If churn in the Fuze, Inc. customer base is a material explanation of our revenue performance in future quarters, the Company will consider whether any reasonably likely trends are appropriate for disclosure during the relevant quarter pursuant to Item 303(b)(2)(ii).

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Notes to Consolidated Financial Statements

Note 11. Geographical Information, page 68

3.We note that international revenues comprised 27% of total revenue in fiscal 2023. Please tell us whether revenue from any individual country is material, and if so, how you considered the guidance in ASC 280-10-50-41(a).

Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that it has considered the guidance of ASC 280-10-50-41(a) and determined that because revenues generated from external customers attributed to an individual foreign country are material, separate disclosure of any such foreign revenues is required.

In accordance with ASC 280-10-50-41, a company must disclose revenues generated from external customers attributed to an individual foreign country only if such revenues are determined to be material, which the Company interprets to be in excess of 10% of a company’s consolidated revenue.

For Fiscal Year 2023, the United Kingdom represented $107.6 million, or 14%, of the Company’s consolidated revenues. Based on the guidance of ASC 280-10-50-41, disclosure of the revenue from the Company’s customers attributed to the United Kingdom is required to be separately disclosed, as the Company has concluded that such revenue is material for Fiscal Year 2023.  Accordingly, the Company will separately disclose revenue from the United Kingdom (or revenue from customers in any other country that accounts for 10% or more of total revenue) with disclosures of revenue by geographic area in future filings. The Company’s international revenues for each of the remaining foreign countries (excluding the United Kingdom) were less than 10% of consolidated revenues for Fiscal Year 2023, and therefore, the Company determined that revenue from customers attributed to other countries was not material, based on guidance of ASC 280-10-50-41.

The Company will continue to monitor the significance of customer revenue by country and will disclose in future filings if revenues from customers attributed to an individual foreign country exceed 10% of the Company’s consolidated revenue or are otherwise deemed to be material.

Form 8-K Furnished on November 1, 2023

Exhibit 99.1, page 1

4.We note you refer to adjusted EBITDA as a percentage of revenue in the financial results bullet points without also presenting the comparable GAAP measure of net loss as a percentage of revenue. In addition, you disclose various non-GAAP operating expenses as a percentage of revenue without disclosing the comparable GAAP operating expense as a percentage of revenue. Where you present non-GAAP measure, please revise to ensure that you present the comparable non-GAAP measure with equal or greater prominence. Refer to Question 102.10(a) of the non-GAAP C&DIs.

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Response:

The Company respectfully acknowledges the Staff’s comment and will revise its presenta