SecProbe.io

February 13, 2020
Gregory S. Bentley
Chairman, Chief Executive Officer and President
Bentley Systems, Incorporated
685 Stockton Drive
Exton, PA 19341
Re:Bentley Systems, Incorporated
Draft Registration Statement on Form S-1
Submitted January 10, 2020
CIK No. 0001031308
Dear Mr. Bentley:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please revise to describe how you define "accounts" and confirm that you will include
comparable accounts data for each reported period when you update to include fiscal 2019
financial statements.
Risk Factors, page 17
2.We note that the interest rate elections for your credit facility are tied, in part, to LIBOR.
In light of the expected discontinuation of LIBOR and the inability of the company to
make an Euro-currency election at such time under the terms of your credit facility,
consider including a risk factor if the discontinuation of LIBOR could affect your liquidity

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February 13, 2020
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and results operations.
The results of the United Kingdom's referendum on withdrawal from the European Union...,
page 23
3.We note your disclosure that the decision by the United Kingdom to exit from the
European Union could have adverse practical or operational implications on your
business.  Expand this discussion to disclose what steps, if any, management is preparing
to take to mitigate and manage the risks posed to your business by Brexit (e.g., no
agreements on data migration between the U.K. and the European Union).
Our amended and restated certificate of incorporation provides that the Court of Chancery of the
State of Delaware..., page 50
4.Your disclosure indicates that your certificate of incorporation has an exclusive forum
provision but that no provision in your bylaws or certificate of incorporation precludes
stockholders from bringing claims under the Securities Act or the Exchange Act in state or
federal court.  Please clarify to state, if true, that the provision does not apply to claims
brought under the Securities Act or Exchange Act.  Please ensure that the exclusive forum
provision in your certificate of incorporation states this clearly.
Selected Consolidated Financial Data
Non-GAAP Financial Measures, page 61
5.Your discussion and analysis of your non-GAAP measures "adjusted EBITDA" and
"adjusted net income" should not be given greater prominence than your GAAP results of
operations discussion.  Please revise.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and Question 102.10 of our Compliance and Disclosure Interpretations of Non-GAAP
Measures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics, page 73
6.You state that in order to enhance comparability during your transition to ASC 606, your
key business metrics are calculated assuming revenue was recognized pursuant to ASC
605 for all periods.  Considering you also present revenue as if ASC 606 was adopted
using the full retrospective method, it appears that you have the information necessary to
calculate your metrics assuming revenue was recognized pursuant to ASC 606 for all
periods.  Therefore, tell us whether you considered also presenting your metrics on an
ASC 606 basis to allow for future comparability.  At a minimum, to the extent that the
adoption of ASC 606 resulted in differing trends in these measures, please revise to
include a discussion of such measures under current GAAP.
7.We note that ARR includes the annualized value of revenue recognized during the last
three months for your consumption-based software.  Please revise to explain how usage in
a given period is indicative of recurring revenue on an annualized basis.  Tell us what

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Bentley Systems, Incorporated
February 13, 2020
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percentage of your revenues are derived from consumption-based arrangements for each
period presented.  Also, please quantify the impact of acquisitions on your ARR growth
rate for each period presented.
8.Please revise your definition of recurring revenues dollar-based net retention rate to
clarify what you mean by "existing accounts."
Comparison of the Nine Months Ended September 30, 2018 and 2019, page 81
9.Your results of operations discussion includes a comparison of revenue as if ASC 606 was
not adopted during fiscal 2019.  Please note that management's discussion and analysis
should be based on your GAAP results of operations.  While you may supplement
this with a discussion assuming revenue was recognized under ASC 605 in fiscal 2019,
such discussion should not replace or be given greater prominence than your GAAP
discussion.  Please revise.  Also, please clarify your current disclosures regarding the
change in EMEA revenue.  In this regard, you state such revenues were negatively
impacted by the change in the pattern of revenue recognition from upon delivery in 2018
to ratable in 2019 under 605.  If you are comparing revenue as if ASC 605 was applied
during both periods, it is unclear why the pattern of recognition would have changed.
10.In your discussion of subscription revenue and revenues from the Americas, you attribute
your organic growth to the E365 program and updated offerings for your ProjectWise and
civil design products.  Please revise to further clarify the extent to which such growth was
attributable to changes in price and/or volume.  Also clarify how new versus existing
customers contributed to such growth.  Refer to Item 303(a)(3)(iii) of Regulation S-K.
11.Where a material change in a line item is attributed to two or more factors, including any
offsetting factors, the contribution of each factor should be described in quantified terms.
For example, you state that revenue from EMEA was positively impacted by acquisitions,
which was offset by a decrease in license revenue due to a change in the pattern of
revenue recognition.  You also attribute the increase in APAC revenues to improvements
in organic growth and to a lesser extent the impact from acquisitions.  Please revise
accordingly.  Refer to Section III.D of SEC Release No. 33-6835.
Significant Judgments and Estimates
Fair Value of Common Stock, page 97
12.Please provide us with a breakdown of all equity-based awards granted since your most
recent balance sheet date.  To the extent there were any significant fluctuations in the fair
value of your underlying common stock from period-to-period, please describe for us the
factors that contributed to these fluctuations, including any intervening events within the
company or changes in your valuation assumptions or methodology.  Also, continue to
provide us with a breakdown of all equity-based awards granted subsequent to year end
including the fair value of the underlying common stock used to determine the fair value
of such awards.

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 February 13, 2020 Page 4
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Bentley Systems, Incorporated
February 13, 2020
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Business, page 101
13.You disclose here and in the prospectus summary that you have relationships with the
largest global infrastructure engineering firms, including 454 of the 2019 Engineering
News Record (615) Top Design firms and 319 of the 2019 Bentley Infrastructure 500 Top
Owners.  Please provide further context regarding the nature of these relationships and
explain whether these customers together represent a material portion of your revenue or
are among the 88 accounts that have contributed over $1 million to your revenue.
Executive and Director Compensation
Employment Agreements, page 137
14.Please disclose the material terms of the intellectual property assignment agreements that
you have with your executive officers.  Please identify the executive officers who are
parties to these agreements.
Certain Relationships and Related Party Transactions
Our Relationship with Siemens AG, page 140
15.Please file your strategic collaboration agreement with Siemens, a principal shareholder of
the company, or advise why you believe this agreement is not required to be filed.  Refer
to Item 601(b)(10)(ii)(A) of Regulation S-K.
Second Amended and Restated Stockholders Agreement, page 142
16.You disclose that upon the effectiveness of this registration statement, the provisions of
the stockholders agreement will terminate.  You also disclose that upon the effectiveness
of this registration statement, you will amend and restate your stockholders agreement to
eliminate certain provisions.  Currently, it is unclear whether you intend to terminate the
entire stockholders agreement upon effectiveness of this registration statement or whether
you intend to only eliminate certain provisions.  Please revise your disclosure to clarify
this.  To the extent, you will only eliminate certain provisions, please: (i) revise to clarify
which provisions will remain in effect; (ii) disclose the material terms of the stockholders
agreement in the prospectus summary or provide a cross-reference; and (iii) file a form of
the amended and restated stockholders agreement that will be in effect upon the
effectiveness of this registration statement.
Plan of Distribution, page 160
17.Please clarify how the Current Reference Price will be calculated and disseminated under
the Nasdaq Listing Rules.  Clarify that the underlying purpose of the Current Reference
Price is to effectively match anticipated supply with demand.  For example, under clause
(iii) of the definition, you state that, if certain conditions exist, the Current Reference Price
may be set at "the entered price at which [the] Class B common stock will remain
unexecuted in the cross."  It is not clear how this scenario would match supply with

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February 13, 2020
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demand.  Consider including an example or examples of how the Current Reference Price
will be calculated to aid potential investors' understanding of this process.
18.You disclose that you have engaged Goldman Sachs and BofA Securities as your financial
advisors to advise and assist with respect to certain matters relating to your listing.  You
also note that these financial advisors will act as registered and active market makers.
Please revise to summarize the responsibilities Goldman Sachs and BofA Securities have
as your financial advisors and, separately, as registered and active market makers,
including a discussion of the timing of these dual responsibilities.
19.Clarify what factors your financial advisor will consider before notifying the Nasdaq that
the company's Class B common stock is ready to trade and the Current Reference Price is
calculated.
20.Clarify what factors your financial advisor will consider in determining whether there has
been "sufficient price discovery" and "a reasonable amount of volume crosses on the
opening trade."
Where You Can Find More Information, page 162
21.You disclose that "[s]tatements contained in this prospectus concerning the contents of
any contract or any other document are not necessarily complete" and that each statement
in the prospectus relating to a contract or document filed as an exhibit is "qualified in all
respects by the filed exhibit."  As you are responsible for the accuracy and completeness
of the information in the registration statement, this type of disclaimer is not appropriate.
While disclosure may direct investors to read the entirety of the applicable agreement for
a more complete discussion, the description of the material terms of the applicable
agreement must be complete.  Please revise to remove language that disclaims the
completeness of your prospectus disclosure.
Note 3: Revenue from Contracts with Customers
Nature of Products and Services, page F-19
22.Please revise to describe the performance obligations included in your ELS arrangements
and specify when each obligation is satisfied.  Refer to ASC 606-10-50-12.  With regards
to your E365 subscriptions, please explain further the terms of these arrangements and
specifically address how usage is defined.
23.In your discussion regarding the impact of adopting ASC 606, you state that revenue from
term-based software licenses is recognized upfront upon delivery; however, your
disclosures on page 70 appear to indicate that revenue for your term license subscriptions
is recognized annually, quarterly or monthly.  Please describe further the terms of you
annual term licenses, clarify the performance obligations included in such arrangements
and specify the timing of revenue recognition for each.  With regards to your quarterly
term licenses, please clarify whether these arrangements include a license component.
Also, tell us how usage is determined, when revenue is recognized for license usage and

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Bentley Systems, Incorporated
February 13, 2020
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specifically address whether you estimate usage at the end of each reporting period to the
extent actual information is not yet available.  Refer to ASC 606-10-55-65.

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Bentley Systems, Incorporated
February 13, 2020
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Significant Judgments and Estimates, page F-21
24.Please tell us when revenue is recognized for the material rights included in your SELECT
subscription arrangements.  Clarify when such rights can be exercised, when they
expire, and whether additional rights are recognized each time the subscription is
renewed.
Disaggregation of Revenues, page F-22
25.Please disclose your basis for attributing revenues from external customer to individual
countries.  Also, to the extent that revenue from any one country is material, separately
disclose the revenue related to such country.  Refer to ASC 280-10-50-41(a).
Note 13: Equity Awards and Instruments
Restricted Stock, page F-34
26.Please revise to describe the performance criteria for both your performance-based
restricted stock awards and restricted stock units.  Also, disclose the number of restricted
stock units outstanding at each period end.  Refer to ASC 718-10-50-1.
Note 14: Income Taxes, page F-37
27.Please tell us the authoritative accounting literature you relied upon in recording the tax
benefit associated with the intercompany sales of certain intangible assets between your
foreign subsidiaries and specifically address your consideration of  ASC 740-10-25-3(e).
Alternatively, to the extent you have early adopted ASU 2016-16, revise to include the
transition disclosures required by ASC 740-10-65-5(d).
General
28.Please be advised that the Division of Trading and Markets has joined us in our review
and ma