SecProbe.io

April 16, 2020
David T. Pearson
Chief Financial Officer
Vonage Holdings Corp.
23 Main Street
Holmdel, NJ 07733
Re:Vonage Holdings Corp.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 21, 2020
Form 8-K
Filed February 18, 2020
File No. 001-32887
Dear Mr. Pearson:
            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 8-K filed February 18, 2020
Exhibit 99.1, page 7
1.Refer to Tables 3 and 4 where we note your reconciliations of Income from Operations to
Adjusted OIBDA, Net (loss) income to Net income (loss) excluding adjustments, and
Adjusted Earning Per Share for 2019 and 2018.  You include adjustments for
"Organizational transformation" costs, which you define as "exits of employees and
facilities, system migration costs and certain professional related fees."  We also noted the
same adjustment for the same Non-GAAP measures for 2017.  Please explain to us why
these organizational costs are not normal, recurring, cash operating expenses necessary to
operate your business.  See Question 100.01 of the Division's Non-GAAP C&DIs.  In
your response, please provide us the significant components of each of the expenses for
each of the last three years.

 FirstName LastNameDavid T. Pearson
 Comapany NameVonage Holdings Corp.
 April 16, 2020 Page 2
 FirstName LastName
David T. Pearson
Vonage Holdings Corp.
April 16, 2020
Page 2
2.Refer to Table 5 where we note you present the Non-GAAP measures: Adjusted revenues,
Adjusted business total revenues and Adjusted business service revenues, which include
adjustments for "Deferred revenue adjustment from acquired companies," "Revenue from
acquired companies (prior to acquisition) less revenue from divested businesses," and
"Outage credits and significant one-time items."  These measures appear to substitute
individually tailored revenue recognition and measurement methods for those of GAAP as
you are adjusting for amounts excluded from revenue under ASC 606.  Please tell us how
you considered the guidance of Question 100.04 of the Division's Non-GAAP C&DIs and
Rule 100(b) of Regulation G when presenting these measures.
            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 Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology