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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-K
________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2024
________________________________________
 Twilio Inc.
(Exact name of registrant as specified in its charter)
________________________________________
Delaware001-3780626-2574840
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
101 Spear Street, Fifth Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)

(415) 390-2337
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareTWLONew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02       Results of Operations and Financial Condition.
On February 14, 2024, Twilio Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01       Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.    Description
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TWILIO INC.
 
February 14, 2024By:/s/ Aidan Viggiano
Name:Aidan Viggiano
Title:Chief Financial Officer



Exhibit 99.1
Twilio Announces Fourth Quarter and Full Year 2023 Results

•Fourth Quarter Revenue of $1.08 billion, up 5% reported and 8% organic year-over-year
•Full Year Revenue of $4.15 billion, up 9% reported and 10% organic year-over-year
•Fourth Quarter and Full Year GAAP Loss from Operations of $362 million and $877 million, respectively
•Fourth Quarter and Full Year Non-GAAP Income from Operations of $173 million and $533 million, respectively
SAN FRANCISCO--(BUSINESS WIRE)--February 14, 2024--Twilio (NYSE: TWLO), the customer engagement platform that drives real-time, personalized experiences for today’s leading brands, reported financial results for its fourth quarter and full year ended December 31, 2023.
“Twilio had a terrific fourth quarter to close out a strong 2023,” said Khozema Shipchandler, Twilio’s CEO. “It’s a privilege to lead the Twilio team into its next chapter as we continue to make strides on our path to GAAP profitability. We enter 2024 from a position of strength and the team is focused on further delivering on our customer engagement vision for our customers.”

Fourth Quarter 2023 Financial Highlights

•Total revenue of $1.08 billion for the fourth quarter of 2023, up 5% year-over-year. Communications revenue of $1.00 billion for the fourth quarter of 2023, up 5% year-over-year. Segment (formerly Data & Applications) revenue of $75.0 million for the fourth quarter of 2023, up 4% year-over-year.

•Total organic revenue growth of 8% year-over-year for the fourth quarter of 2023. Communications organic revenue growth of 8% year-over-year for the fourth quarter of 2023.

•GAAP loss from operations of $361.7 million for the fourth quarter of 2023, compared with GAAP loss from operations of $218.6 million for the fourth quarter of 2022.

•Non-GAAP income from operations of $172.6 million for the fourth quarter of 2023, compared with non-GAAP income from operations of $32.9 million for the fourth quarter of 2022.

•GAAP net loss per share attributable to common stockholders, basic and diluted, of $2.01 based on 181.8 million weighted average shares outstanding in the fourth quarter of 2023, compared with GAAP net loss per share attributable to common stockholders, basic and diluted, of $1.24 based on 185.1 million weighted average shares outstanding in the fourth quarter of 2022.

•Non-GAAP net income per share attributable to common stockholders, diluted, of $0.86 based on 184.0 million non-GAAP weighted average shares outstanding in the fourth quarter of 2023, compared with non-GAAP net income per share attributable to common stockholders, diluted, of $0.22 based on 187.2 million non-GAAP weighted average shares outstanding in the fourth quarter of 2022.
•Net Cash Provided by Operating Activities of $222.5 million and Free Cash Flow of $210.9 million.

Full Year 2023 Financial Highlights
•Total revenue of $4.15 billion for the full year 2023, up 9% year-over-year. Communications revenue of $3.86 billion for the full year 2023, up 9% year-over-year. Segment (formerly Data & Applications) revenue of $295.3 million for the full year 2023, up 7% year-over-year.
•Total organic revenue growth of 10% year-over-year for the full year 2023. Communications organic revenue growth of 11% year-over-year for the full year 2023.

•GAAP loss from operations of $876.5 million for the full year 2023, compared with GAAP loss from operations of $1.21 billion for the full year 2022.

•Non-GAAP income from operations of $533.0 million for the full year 2023, compared with non-GAAP loss from operations of $4.5 million for the full year 2022.

•GAAP net loss per share attributable to common stockholders, basic and diluted, of $5.54 based on 183.3 million weighted average shares outstanding in the full year 2023, compared with GAAP net loss per share attributable to common stockholders, basic and diluted, of $6.86 based on 183.0 million weighted average shares outstanding in the full year 2022.

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•Non-GAAP net income per share attributable to common stockholders, diluted, of $2.45 based on 185.4 million non-GAAP weighted average shares outstanding in the full year 2023, compared with non-GAAP net loss per share attributable to common stockholders, basic and diluted, of $0.15 based on 183.0 million non-GAAP weighted average shares outstanding in the full year 2022.
•Net Cash Provided by Operating Activities of $414.8 million and Free Cash Flow of $363.5 million.

Key Metrics
•More than 305,000 Active Customer Accounts as of December 31, 2023 compared to more than 290,000 Active Customer Accounts as of December 31, 2022.

•Dollar-Based Net Expansion Rate of 102% for the fourth quarter of 2023 compared to Dollar-Based Net Expansion Rate of 110% for the fourth quarter of 2022. Dollar-Based Net Expansion Rate of 103% for the full year 2023 compared to Dollar-Based Net Expansion Rate of 121% for the full year 2022.

•5,867 employees as of December 31, 2023.

Share Repurchase Program

•In February 2023, Twilio authorized a share repurchase program pursuant to which it may repurchase up to $1.0 billion of its outstanding Class A common stock. As of today, Twilio has completed over $730 million of repurchases, representing over 73% of the total program amount. Twilio intends to continue making progress against the balance of its share repurchase authorization in future quarters. The program expires on December 31, 2024.

Executive Leadership Update

•On January 7, 2024, Jeff Lawson resigned as Twilio’s Chief Executive Officer (“CEO”), as a member of Twilio’s Board of Directors (the “Board”) and as Board Chair, in each case, effective January 8, 2024.
•On January 7, 2024, the Board appointed Khozema Shipchandler, Twilio’s President, Communications, as CEO of Twilio and as a member of the Board, effective January 8, 2024.
Business Unit Update

•In the fourth quarter of 2023, Twilio moved its Flex and Marketing Campaigns products from its Data & Applications business unit to its Communications business unit. Twilio has also renamed its Data & Applications business unit to Twilio Segment, which includes both its Segment and Engage products. As a result of these changes, all segment-level results and metrics have been recast accordingly.

Segment Update

•Twilio announced that management is undergoing an operational review of the Segment business unit in order to identify the appropriate path forward for improved execution and profitable growth. Twilio management will provide more details on the outcome of this review upon its completion in March of 2024. During the fourth quarter, Twilio recorded a $285.7 million impairment related to the intangible assets acquired as part of the Segment acquisition.
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Outlook
Twilio plans to provide its full-year 2024 non-GAAP income from operations outlook, as well as any updates to its financial framework, following the completion of the Segment operational review in March of 2024. At a minimum, Twilio expects to exceed its 2023 non-GAAP income from operations for the full-year 2024.

Twilio is initiating guidance for the first quarter ending March 31, 2024.
Q1 FY24
Guidance
Revenue (millions)
$1,025 - $1,035
Y/Y Revenue Growth
2% - 3%
Y/Y Organic Revenue Growth
5% - 6%
Non-GAAP income from operations (millions)
$120 - $130
Non-GAAP diluted earnings per share (1)
$0.56 - $0.60
Non-GAAP weighted average diluted shares outstanding (millions)185

(1) Non-GAAP diluted earnings per share guidance assumes no impact from volatility of foreign exchange rates.

Conference Call Information
Twilio posted prepared remarks on its investor relations website at https://investors.twilio.com. Twilio is hosting a Q&A conference call today, February 14, 2024, to discuss its fourth quarter and full year 2023 financial results. The conference call will begin at 2:00 p.m. (PT) / 5:00 p.m. (ET), and investors and analysts should register for the webcast in advance by visiting https://events.q4inc.com/attendee/764646733. The live webcast of the conference call, as well as a replay, will be available on the investor relations website.
Twilio uses its investor relations website and its X (formerly Twitter) feed (@twilio), as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
About Twilio Inc.
Today’s leading companies trust Twilio’s Customer Engagement Platform (CEP) to build direct, personalized relationships with their customers everywhere in the world. Twilio enables companies to use communications and data to add intelligence and security to every step of the customer journey, from sales to marketing to growth, customer service and many more engagement use cases in a flexible, programmatic way. Across 180 countries and territories, millions of developers and hundreds of thousands of businesses use Twilio to create magical experiences for their customers. For more information about Twilio (NYSE: TWLO) visit www.twilio.com.
Forward-Looking Statements
This press release and the accompanying conference call contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Twilio’s expectations, strategy, plans or intentions. Forward-looking statements contained in this press release and the accompanying conference call include, but are not limited to, statements about: Twilio’s future financial performance, including Twilio’s expected financial results and guidance; Twilio’s expectations regarding profitability, including when it will become profitable on GAAP and non-GAAP bases; Twilio’s anticipated strategies and business plans, including future strategic partnerships; Twilio’s expectations regarding the operational review of Segment; the ongoing effects of Twilio’s recent workforce reductions and other cost-saving measures; the reorganization of Twilio’s business and the shift in its segment reporting structure; Twilio’s expectations regarding compensation programs; Twilio’s expectations regarding its sales pipeline, the benefits of recently signed deals, new product releases, increased investment and go-to-market focus to capture market share, revenue growth, profit potential, anticipated cash flows, strategy for streamlining the customer experience, the effects of registering certain messaging traffic on Twilio’s results of operations; Twilio’s ability to develop products related to generative artificial intelligence and machine learning, including CustomerAI and its use cases; Twilio’s ability to deliver on its product roadmap; Twilio’s expectations regarding share repurchases; and Twilio’s expectations regarding the impact of macroeconomic and industry conditions, the impact of such conditions on Twilio’s customers, and Twilio’s ability to operate in such conditions. You should not rely upon forward-looking statements as predictions of future events.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause Twilio’s actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including, among other things: Twilio’s ability to successfully implement its cost-saving initiatives and to capture expected efficiencies; Twilio’s ability to realize the anticipated benefits of changes to its operating model and organizational structure; the impact of macroeconomic uncertainties and market volatility; Twilio’s financial performance, including expectations regarding its results of operations
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and the assumptions underlying such expectations, and ability to achieve and sustain profitability; Twilio’s ability to attract and retain customers; Twilio’s ability to compete effectively in an intensely competitive market; Twilio’s ability to comply with modified or new industry standards, laws and regulations applying to its business, and increased costs associated with regulatory compliance; Twilio’s ability to manage changes in network service provider fees and optimize its network service provider coverage and connectivity; Twilio’s ability to form and expand partnerships; and Twilio’s ability to successfully enter into new markets and manage its international expansion.
The forward-looking statements contained in this press release and the accompanying conference call are also subject to additional risks, uncertainties, and factors, including those more fully described in Twilio’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Twilio makes with the Securities and Exchange Commission from time to time. Moreover, Twilio operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release and the accompanying conference call.
Forward-looking statements represent Twilio’s management’s beliefs and assumptions only as of the date such statements are made. Twilio undertakes no obligation to update any forward-looking statements made in this press release or the accompanying conference call to reflect events or circumstances occurring after this press release or accompanying conference call, as applicable, or to reflect new information or the occurrence of unanticipated events, except as required by law.
Non-GAAP Financial Measures
In addition to financial information presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release and the accompanying conference call include certain non-GAAP financial measures, including those listed below. Twilio uses these non-GAAP financial measures to evaluate its ongoing operations and for internal planning and forecasting purposes. Twilio believes that these non-GAAP financial measures may be helpful to investors because they provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of results of operations and assist in comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. Twilio believes organic revenue, organic revenue growth, Communications organic revenue and Communications organic revenue growth are useful in understanding the ongoing results of its operations on a consolidated basis and at the segment level. Twilio believes free cash flow provides useful supplemental information to help investors understand underlying trends in its business and its liquidity.

These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered substitutes for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation of these measures to the most directly comparable GAAP measures is included at the end of this press release. Twilio has not provided the forward-looking GAAP equivalents for certain forward-looking non-GAAP measures presented in this press release and the accompanying conference call, or a GAAP reconciliation, as a result of the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense. Accordingly, a reconciliation of these non-GAAP guidance metrics to their corresponding GAAP equivalents is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results.

Non‑GAAP Gross Profit and Non‑GAAP Gross Margin. For the periods presented, Twilio defines non‑GAAP gross profit and non‑GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, adjusted to exclude stock-based compensation, amortization of acquired intangibles and payroll taxes related to stock-based compensation. Segment-level non‑GAAP gross profit and non‑GAAP gross margin are calculated using the same methodology, but using (and excluding, as applicable) only revenue and expenses attributable to the applicable segment.

Non-GAAP Gross Profit Growth. For the periods presented, Twilio calculates non-GAAP gross profit growth by dividing (i) non-GAAP gross profit for the period presented less non-GAAP gross profit in the comparative period by (ii) non-GAAP gross profit in the comparative period.

Non‑GAAP Operating Expenses. For the periods presented, Twilio defines non‑GAAP operating expenses (including categories of operating expenses) as GAAP operating expenses (and categories of operating expenses) adjusted to exclude, as applicable, stock-based compensation, amortization of acquired intangibles, loss on net assets divested, acquisition and divestiture related expenses, payroll taxes related to stock-based compensation, charitable contributions, restructuring costs, and impairment of long-lived assets.

Non‑GAAP Income (Loss) from Operations and Non‑GAAP Operating Margin. For the periods presented, Twilio defines non‑GAAP income (loss) from operations and non‑GAAP operating margin as GAAP loss from operations and GAAP operating margin, respectively, adjusted to exclude, as applicable, stock-based compensation, amortization of acquired intangibles, loss on net assets divested, acquisition and divestiture related expenses, payroll taxes related to stock-based compensation, charitable contributions, restructuring costs, and impairment of long-lived assets. Segment-level non‑GAAP income (loss) from operations and non‑GAAP operating margin are calculated using the same methodology, but using (and excluding, as applicable) only revenue and expenses attributable to the applicable segment.

Non-GAAP Stock-Based Compensation Expense and Non-GAAP Stock-Based Compensation Expense as a Percentage of Revenue. For the periods presented, Twilio defines non-GAAP stock-based compensation expense as GAAP stock-based compensation expense, adjusted to exclude stock-based compensation reflected in restructuring costs.

Non‑GAAP Net Income (Loss) Attributable to Common Stockholders and Non‑GAAP Net Income (Loss) Per Share Attributable to Common Stockholders. For the periods presented, Twilio defines non-GAAP net income (loss) attributable to common stockholders and non‑GAAP net income (loss) per share attributable to common stockholders, diluted (which is often referred to as “non-GAAP diluted
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earnings per share”) as GAAP net loss attributable to common stockholders and GAAP net loss per share attributable to common stockholders, basic and diluted, respectively, adjusted to exclude share-based compensation, amortization of acquired intangibles, loss on net assets divested, acquisition and divestiture related expenses, payroll taxes related to stock-based compensation, amortization of debt discount and issuance costs, income tax benefit related to acquisitions, charitable contributions, share of losses from equity method investment, restructuring costs, impairment of long-lived assets and impairment of strategic investments.

Organic Revenue. For the periods presented, Twilio defines organic revenue as GAAP revenue, excluding (i) revenue from each acquired business and revenue from application-to-person (“A2P”) 10DLC fees imposed by major U.S. carriers on our core messaging business, in each case until the beginning of the first full quarter following the one-year anniversary of the closing date of such acquisition or the initial date such fees were charged and (ii) revenue from each divested business beginning in the quarter of the closing date of such divestiture; provided that (a) if an acquisition closes or such fees are initially charged on the first day of a quarter, such revenue will be included in organic revenue beginning on the one-year anniversary of the closing date of such acquisition or the initial date such fees were charged, and (b) if a divestiture closes on the last day of a quarter, such revenue will be included in organic revenue for that quarter. A2P 10DLC fees are fees imposed by U.S. mobile carriers for A2P SMS messages delivered to its subscribers, and we pass these fees to our messaging customers at cost. Communications organic revenue is calculated using the same methodology, but using (and excluding, as applicable) only revenue attributable to the Communications segment.

Organic Revenue Growth. For the periods presented, Twilio calculates organic revenue growth by dividing (i) organic revenue for the period presented less organic revenue in the comparative period by (ii) organic revenue in the comparative period. If revenue from certain acquisitions, divestitures or A2P 10DLC fees is included or excluded in organic revenue in the period presented, then revenue from the same acquisitions, divestitures and A2P 10DLC fees is included or excluded in organic revenue in the comparative period for purposes of the denominator in the organic revenue growth calculation. As a result, the denominator used in this calculation will not always equal the organic revenue reported for the comparative period. Communications organic revenue growth is calculated using the same methodology, but using (and excluding, as applicable) only revenue attributable to the Communications segment.

Free Cash Flow. For the periods presented, Twilio calculates free cash flow as net cash provided by operating activities, excluding capitalized software development costs and purchases of long-lived and intangible assets.

Operating Metrics
Twilio reviews a number of operational and financial metrics, including Active Customer Accounts and Dollar-Based Net Expansion Rate, to evaluate its business, measure its performance, identify trends affecting its business, formulate business plans and make strategic decisions. These metrics are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, these metrics may differ from estimates published by third parties or from similarly titled metrics of Twilio’s competitors due to differences in methodology. The numbers that Twilio uses to calculate Active Customer Accounts and Dollar-Based Net Expansion Rate are based on internal data. While these numbers are based on what Twilio believes to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage. Twilio regularly reviews and may adjust its processes for calculating its internal metrics to improve their accuracy. If investors or analysts do not perceive Twilio’s metrics to be accurate representations of its business, or if Twilio discovers material inaccuracies in its metrics, Twilio’s reputation, business, results of operations, and financial condition would be harmed.

Active Customer Accounts. Twilio defines an Active Customer Account at the end of any period as an individual account, as identified by a unique account identifier, for which Twilio has recognized at least $5 of revenue in the last month of the period. A single organization may constitute multiple unique Active Customer Accounts if it has multiple account identifiers, each of which is treated as a separate Active Customer Account. Active Customer Accounts excludes customer accounts from Zipwhip, Inc. Communications Active Customer Accounts and Segment Active Customer Accounts are calculated using the same methodology, but using only revenue recognized from accounts in the respective segment. The number of consolidated and Communications Active Customer Accounts is rounded down to the nearest thousand. The number of Segment Active Customer Accounts is rounded down to the nearest hundred.
Twilio believes that the number of Active Customer Accounts, on an aggregate basis and at the segment level, is an important indicator of the growth of its business, the market acceptance of its platform and future revenue trends. Twilio believes that use of its platform by customers at or above the $5 per month threshold is a stronger indicator of potential future engagement than trial usage of its platform or usage at levels below $5 per month.

Dollar-Based Net Expansion Rate. Twilio’s Dollar-Based Net Expansion Rate compares the total revenue from all Active Customer Accounts and customer accounts from Zipwhip, Inc. in a quarter to the same quarter in the prior year. To calculate the Dollar-Based Net Expansion Rate, Twilio first identifies the cohort of Active Customer Accounts and customer accounts from Zipwhip, Inc. that were Active Customer Accounts or customer accounts from Zipwhip, Inc. in the same quarter of the prior year. The Dollar-Based Net Expansion Rate is the quotient obtained by dividing the revenue generated from that cohort in a quarter, by the revenue generated from that same cohort in the corresponding quarter in the prior year. When Twilio calculates Dollar-Based Net Expansion Rate for periods longer than one quarter, it uses the average of the applicable quarterly Dollar-Based Net Expansion Rates for each of the quarters in such period. Revenue from acquisitions does not impact the Dollar-Based Net Expansion Rate calculation until the quarter following the one-year anniversary of the applicable acquisition, unless the acquisition closing date is the first day of a quarter. As a result, for the quarter ended December 31, 2023, Twilio's Dollar-Based Net Expansion Rate excludes the contributions from acquisitions made after October 1, 2022. Revenue from divestitures does not impact the Dollar-Based Net Expansion Rate calculation beginning in the quarter the divestiture closed, unless the divestiture closing date is the last day of a quarter. As a result, for the quarter ended December 31, 2023, Twilio’s Dollar-Based Net Expansion Rate excludes the
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contributions from divestitures made after December 31, 2022. Communications Dollar-Based Net Expansion Rate and Segment Dollar-Based Net Expansion Rate are calculated using the same methodology, but using only revenue attributable to the respective segment and Active Customer Accounts and customer accounts from Zipwhip, Inc. for that respective segment. Revenue from customer accounts from Zipwhip, Inc., which Twilio acquired on July 14, 2021, has been included in Twilio’s Dollar-Based Net Expansion Rate beginning in the quarter ended December 31, 2022.

Twilio believes that measuring Dollar-Based Net Expansion Rate, on an aggregate basis and at the segment level, provides an important indication of the performance of Twilio’s efforts to increase revenue from existing customers. Twilio’s ability to drive growth and generate incremental revenue depends, in part, on Twilio’s ability to maintain and grow its relationships with existing Active Customer Accounts and to increase their use of the platform. An important way in which Twilio has historically tracked performance in this area is by measuring the Dollar-Based Net Expansion Rate for Active Customer Accounts. Twilio’s Dollar-Based Net Expansion Rate increases when such Active Customer Accounts increase their usage of a product, extend their usage of a product to new applications or adopt a new product. Twilio’s Dollar-Based Net Expansion Rate decreases when such Active Customer Accounts cease or reduce their usage of a product or when Twilio lowers usage prices on a product. As Twilio’s customers grow their businesses and extend the use of Twilio's platform, they sometimes create multiple customer accounts with us for operational or other reasons. As such, when Twilio identifies a significant customer organization (defined as a single customer organization generating more than 1% of revenue in a quarterly reporting period) that has created a new Active Customer Account, this new Active Customer Account is tied to, and revenue from this new Active Customer Account is included with, the original Active Customer Account for the purposes of calculating this metric.
Source: Twilio Inc.
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TWILIO INC.
Condensed Consolidated Statements of Operations                
(In thousands, except share and per share amounts)
(Unaudited)

Three Months Ended December 31,
20232022
Revenue$1,075,950 $1,024,574 
Cost of revenue544,784 543,432 
Gross profit531,166 481,142 
Operating expenses:
Research and development235,645 274,094 
Sales and marketing238,602 296,335 
General and administrative106,968 125,095 
Restructuring costs25,452 4,185 
Impairment of long-lived assets286,226 — 
Total operating expenses892,893 699,709 
Loss from operations(361,727)(218,567)
Other income (expenses), net:
Share of losses from equity method investment(28,059)(21,939)
Other income, net
30,132 20,281 
Total other income (expenses), net
2,073 (1,658)
Loss before provision for income taxes(359,654)(220,225)
Provision for income taxes(5,754)(9,197)
Net loss attributable to common stockholders$(365,408)$(229,422)
Net loss per share attributable to common stockholders, basic and diluted$(2.01)$(1.24)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted181,786,135 185,120,702 

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TWILIO INC.
Condensed Consolidated Statements of Operations                
(In thousands, except share and per share amounts)
(Unaudited)

Year Ended
December 31,
20232022
Revenue$4,153,945 $3,826,321 
Cost of revenue2,110,015 2,012,744 
Gross profit2,043,930 1,813,577 
Operating expenses:
Research and development942,790 1,079,081 
Sales and marketing1,022,985 1,248,032 
General and administrative468,459 517,414 
Restructuring costs165,733 76,636 
Impairment of long-lived assets320,504 97,722 
Total operating expenses2,920,471 3,018,885 
Loss from operations(876,541)(1,205,308)
Other expenses, net:
Share of losses from equity method investment(121,897)(35,315)
Impairment of strategic investments(46,154)— 
Other income (expenses), net47,863 (3,009)
Total other expenses, net(120,188)(38,324)
Loss before provision for income taxes(996,729)(1,243,632)
Provision for income taxes(18,712)(12,513)
Net loss attributable to common stockholders$(1,015,441)$(1,256,145)
Net loss per share attributable to common stockholders, basic and diluted$(5.54)$(6.86)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted183,327,844 182,994,038 




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TWILIO INC.
Condensed Consolidated Balance Sheets                    
(In thousands)
(Unaudited)

As of December 31,
20232022
ASSETS
Current assets:
Cash and cash equivalents$655,931 $651,752 
Short-term marketable securities3,356,064 3,503,317 
Accounts receivable, net562,773 547,507 
Prepaid expenses and other current assets329,204 281,510 
Total current assets4,903,972 4,984,086 
Property and equipment, net209,639 263,979 
Operating right-of-use assets73,959 121,341 
Equity method investment593,582 699,911 
Intangible assets, net350,490 849,935 
Goodwill5,243,266 5,284,153 
Other long-term assets234,799 360,899 
Total assets$11,609,707 $12,564,304 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$119,615 $124,605 
Accrued expenses and other current liabilities424,311 490,221 
Deferred revenue and customer deposits144,499 139,110 
Operating lease liability, current49,872 54,222 
Total current liabilities738,297 808,158 
Operating lease liability, noncurrent120,770 164,551 
Finance lease liability, noncurrent9,191 21,290 
Long-term debt, net988,953 987,382 
Other long-term liabilities19,944 23,881 
Total liabilities1,877,155 2,005,262 
Commitments and contingencies
Stockholders' equity:
Preferred stock— — 
Common stock182 186 
Additional paid-in capital14,797,723 14,055,853 
Accumulated other comprehensive income (loss)
619 (121,161)
Accumulated deficit(5,065,972)(3,375,836)
Total stockholders’ equity9,732,552 10,559,042 
Total liabilities and stockholders’ equity$11,609,707 $12,564,304 
9

TWILIO INC.
Condensed Consolidated Statements of Cash Flows                    
(In thousands)
(Unaudited)
Years Ended
December 31,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(1,015,441)$(1,256,145)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization284,413 279,127 
Non-cash reduction to the right-of-use asset26,971 47,160 
Net amortization of investment premium and discount(44)33,165 
Impairment of long-lived assets
320,504 97,722 
Stock-based compensation including restructuring675,857 798,560 
Amortization of deferred commissions72,892 57,913 
Realized and unrealized losses on equity securities8,043 — 
Provision for doubtful accounts51,859 35,012 
Value of shares of Class A common stock issued and donated to charity5,346 9,541 
Share of losses from equity method investment121,897 35,315 
Impairment of strategic investments46,154 — 
Loss on net assets divested32,277 — 
Other adjustments14,669 4,905 
Changes in operating assets and liabilities:
Accounts receivable(85,093)(194,655)
Prepaid expenses and other current assets(56,283)(94,326)
Other long-term assets(2,328)(146,458)
Accounts payable12,370 30,336 
Accrued expenses and other current liabilities
(51,816)75,430 
Deferred revenue and customer deposits5,371 (2,688)
Operating lease liabilities(56,340)(54,450)
Other long-term liabilities3,474 (9,832)
Net cash provided by (used in) operating activities414,752 (254,368)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired and payments related to prior period acquisitions
(5,770)(37,410)
Divestitures, net of cash divested38,194 — 
Purchases of marketable securities and other investments(1,953,003)(1,938,337)
Proceeds from sales and maturities of marketable securities2,200,417 1,439,477 
Capitalized software development costs(39,925)(45,761)
Purchases of long-lived and intangible assets(11,310)(34,421)
Net cash provided by (used in) investing activities228,603 (616,452)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of costs related to public offerings— (35)
Principal payments on debt and finance leases(16,134)(13,423)
Value of equity awards withheld for tax liabilities(2,565)(1,098)
Repurchases of shares of Class A common stock and related costs(668,751)— 
Proceeds from exercises of stock options and shares of Class A common stock issued under ESPP43,840 59,563 
Net cash (used in) provided by financing activities(643,610)45,007 
Effect of exchange rate changes on cash, cash equivalents and restricted cash108 60 
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(147)(825,753)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period656,078 1,481,831 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period$655,931 $656,078 
10

TWILIO INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Three Months Ended December 31,
20232022
GAAP gross profit$531,166 $481,142 
GAAP gross margin49 %47 %
Non-GAAP adjustments:
Stock-based compensation7,666 6,505 
Amortization of acquired intangibles24,591 30,052 
Payroll taxes related to stock-based compensation200 82 
Non-GAAP gross profit$563,623 $517,781 
Non-GAAP gross margin52 %51 %

GAAP research and development$235,645 $274,094 
Non-GAAP adjustments:
Stock-based compensation(84,772)(95,166)
Amortization of acquired intangibles(653)(420)
Payroll taxes related to stock-based compensation(979)(953)
Non-GAAP research and development$149,241 $177,555 
Non-GAAP research and development as % of revenue14 %17 %
GAAP sales and marketing$238,602 $296,335 
Non-GAAP adjustments:
Stock-based compensation(41,046)(55,284)
Amortization of acquired intangibles(17,227)(20,429)
Payroll taxes related to stock-based compensation(658)(781)
Non-GAAP sales and marketing$179,671 $219,841 
Non-GAAP sales and marketing as % of revenue17 %21 %
GAAP general and administrative$106,968 $125,095 
Non-GAAP adjustments:
Stock-based compensation(31,087)(36,344)
Acquisition and divestiture related expenses(40)— 
Payroll taxes related to stock-based compensation(409)(207)
Charitable contributions(13,361)(1,025)
Non-GAAP general and administrative$62,071 $87,519 
Non-GAAP general and administrative as % of revenue6 %9 %











11

TWILIO INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Three Months Ended December 31,
20232022
GAAP loss from operations$(361,727)$(218,567)
GAAP operating margin(34)%(21)%
Non-GAAP adjustments:
Stock-based compensation164,571 193,299 
Amortization of acquired intangibles42,471 50,901 
Acquisition and divestiture related expenses40 — 
Payroll taxes related to stock-based compensation2,246 2,023 
Charitable contributions13,361 1,025 
Restructuring costs 25,452 4,185 
Impairment of long-lived assets286,226 — 
Non-GAAP income from operations
$172,640 $32,866 
Non-GAAP operating margin16 %3 %
GAAP net loss attributable to common stockholders $(365,408)$(229,422)
Non-GAAP adjustments:
Stock-based compensation164,571 193,299 
Amortization of acquired intangibles42,471 50,901 
Acquisition and divestiture related expenses40 — 
Payroll taxes related to stock-based compensation2,246 2,023 
Accretion of debt discount and issuance costs398 397 
Income tax benefit related to acquisitions(631)(2,664)
Provision of income tax effects related to non-GAAP adjustments(38,312)— 
Charitable contributions13,361 1,025 
Share of losses of equity method investment
28,059 21,939 
Restructuring costs 25,452 4,185 
Impairment of long-lived assets286,226 — 
Gains on strategic investments
— (631)
Non-GAAP net income attributable to common stockholders
$158,473 $41,052 
Non-GAAP net income attributable to common stockholders as % of revenue
15 %4 %













12

TWILIO INC.
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Three Months Ended December 31,
20232022
GAAP net loss per share attributable to common stockholders, basic and diluted*$(2.01)$(1.24)
Non-GAAP adjustments:
Stock-based compensation0.89 1.03 
Amortization of acquired intangibles0.23 0.27 
Acquisition and divestiture related expenses— — 
Payroll taxes related to stock-based compensation0.01 0.01 
Accretion of debt discount and issuance costs— — 
Income tax benefit related to acquisitions— (0.01)
Provision of income tax effects related to non-GAAP adjustments(0.21)— 
Charitable contributions0.07 0.01 
Share of losses of equity method investment
0.15 0.12 
Restructuring costs 0.14 0.02 
Impairment of long-lived assets1.56 — 
Other dilutive 0.03 0.01 
Non-GAAP net income per share attributable to common stockholders, diluted
$0.86 $0.22 
GAAP weighted-average shares used to compute net loss per share attributable to common stockholders, basic 181,786,135185,120,702
Weighted Average Diluted Shares Outstanding2,248,2612,104,014
Non-GAAP weighted-average shares used to compute non-GAAP net income per share attributable to common stockholders, diluted
184,034,396187,224,716

* Some columns may not add due to rounding

13

TWILIO INC.
Reconciliation to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Year Ended December 31,
20232022
GAAP gross profit$2,043,930 $1,813,577 
GAAP gross margin49 %47 %
Non-GAAP adjustments:
Stock-based compensation26,343 21,136 
Amortization of acquired intangibles113,266 122,653 
Payroll taxes related to stock-based compensation699 539 
Non-GAAP gross profit$2,184,238 $1,957,905 
Non-GAAP gross margin53 %51 %
GAAP research and development$942,790 $1,079,081 
Non-GAAP adjustments:
Stock-based compensation(331,526)(374,846)
Amortization of acquired intangibles(1,913)(1,680)
Acquisition and divestiture related expenses(488)— 
Payroll taxes related to stock-based compensation(6,779)(11,274)
Non-GAAP research and development$602,084 $691,281 
Non-GAAP research and development as a % of revenue14 %18 %
GAAP sales and marketing$1,022,985 $1,248,032 
Non-GAAP adjustments:
Stock-based compensation(183,389)(240,109)
Amortization of acquired intangibles(77,128)(81,841)
Acquisition and divestiture related expenses(1,091)— 
Payroll taxes related to stock-based compensation(3,715)(9,539)
Non-GAAP sales and marketing$757,662 $916,543 
Non-GAAP sales and marketing as a % of revenue18 %24 %
GAAP general and administrative$468,459 $517,414 
Non-GAAP adjustments:
Stock-based compensation(121,584)(148,194)
Amortization of acquired intangibles— (7)
Acquisition and divestiture related expenses(3,976)(2,621)
Loss on net assets divested
(32,277)— 
Payroll taxes related to stock-based compensation(1,792)(2,480)
Charitable contributions(17,346)(9,541)
Non-GAAP general and administrative$291,484 $354,571 
Non-GAAP general and administrative as a % of revenue7 %9 %










14

TWILIO INC.
Reconciliation to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Year Ended December 31,
20232022
GAAP loss from operations$(876,541)$(1,205,308)
GAAP operating margin(21)%(32)%
Non-GAAP adjustments:
Stock-based compensation662,842 784,285 
Amortization of acquired intangibles192,307 206,181 
Acquisition and divestiture related expenses5,555 2,621 
Loss on net assets divested32,277 — 
Payroll taxes related to stock-based compensation12,985 23,832 
Charitable contributions
17,346 9,541 
Restructuring costs165,733 76,636 
Impairment of long-lived assets320,504 97,722 
Non-GAAP income from operations$533,008 $(4,490)
Non-GAAP operating margin13 %— %
GAAP net loss attributable to common stockholders $(1,015,441)$(1,256,145)
Non-GAAP adjustments:
Stock-based compensation662,842 784,285 
Amortization of acquired intangibles192,307 206,181 
Acquisition and divestiture related expenses5,555 2,621 
Loss on net assets divested32,277 — 
Payroll taxes related to stock-based compensation12,985 23,832 
Accretion of debt discount and issuance costs1,571 1,490 
Income tax benefit related to acquisition(1,382)(7,617)
Provision of income tax effects related to non-GAAP adjustments(108,044)— 
Charitable contributions
17,346 9,541 
Share of losses of equity method investment
121,897 35,315 
Restructuring costs 165,733 76,636 
Impairment of long-lived assets320,504 97,722 
Impairment of (gains on) strategic investments
46,154 (631)
Non-GAAP net income (loss) attributable to common stockholders$454,304 $(26,770)
Non-GAAP net income (loss) attributable to common stockholders as % of revenue11 %(1)%
15

TWILIO INC.
Reconciliation to Non-GAAP Financial Measures                    
(In thousands, except shares, per share amounts and percentages)
(Unaudited)
Year Ended December 31,
20232022
GAAP net loss per share attributable to common stockholders, basic and diluted*$(5.54)$(6.86)
Non-GAAP adjustments:
Stock-based compensation3.58 4.29 
Amortization of acquired intangibles1.04 1.13 
Acquisition and divestiture related expenses0.03 0.01 
Loss on net assets divested0.17 — 
Payroll taxes related to stock-based compensation0.07 0.13 
Accretion of debt discount and issuance costs0.01 0.01 
Income tax benefit related to acquisition(0.01)(0.04)
Provision for income tax effects related to non-GAAP adjustments(0.58)— 
Charitable contributions
0.09 0.05 
Share of losses of equity method investment
0.66 0.19 
Restructuring costs 0.89 0.42 
Impairment of long-lived assets1.73 0.53 
Impairment of (gains on) strategic investments
0.25 — 
Other dilutive 0.06 — 
Non-GAAP net income (loss) per share attributable to common stockholders, diluted$2.45 $(0.15)
GAAP weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted183,327,844182,994,038
Weighted average dilutive shares outstanding2,052,559—
Non-GAAP weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, diluted
185,380,403182,994,038

* Some columns may not add due to rounding.
























16

TWILIO INC.
Reconciliation to Non-GAAP Financial Measures                    
(In thousands, except percentages)
(Unaudited)


Three Months Ended
December 31,		Year Ended
December 31,
20232023
GAAP Revenue$1,075,950 $4,153,945 
Acquisition revenue
— (2,088)
Divestiture revenue— (6,142)
    Organic revenue$1,075,950 $4,145,715 
GAAP Revenue Y/Y Growth5 %9 %
Organic Revenue Y/Y Growth
8%1
10%2

¹ Organic revenue for the three months ended December 31, 2022, when used as the denominator for Organic Revenue Growth for the three months ended December 31, 2023, excludes $30.0 million of divestiture revenue. Revenue for the three months ended December 31, 2022 was $1.02 billion.

2 Organic revenue for the year ended December 31, 2022, when used as the denominator for Organic Revenue Growth for the year ended December 31, 2023, excludes $0.6 million of acquisition revenue and $65.8 million of divestiture revenue. Revenue for the year ended December 31, 2022 was $3.83 billion.

    
Three Months Ended
December 31,		Year Ended
December 31,
20232023
GAAP Communications Revenue$1,000,920 $3,858,693 
Acquisition revenue
— (2,088)
Divestiture revenue— (6,142)
    Communications organic revenue
$1,000,920 $3,850,463 
GAAP Communications Revenue Y/Y Growth5 %9 %
Communications Organic Revenue Y/Y Growth
8%1
11%2

¹ Communications organic revenue for the three months ended December 31, 2022, when used as the denominator for Communications Organic Revenue Growth for the three months ended December 31, 2023, excludes $30.0 million of divestiture revenue. Communications revenue for the three months ended December 31, 2022, was $952.5 million.

2 Communications organic revenue for the year ended December 31, 2022, when used as the denominator for Communications Organic Revenue Growth for the year ended December 31, 2023, excludes $0.6 million of acquisition revenue and $65.8 million of divestiture revenue. Communications revenue for the year ended December 31, 2022, was $3.55 billion.


Three Months Ended
December 31,		Year Ended
December 31,
20232023
Free cash flow
Net cash provided by operating activities$222,545 $414,752 
Capitalized software development costs(9,399)(39,925)
Purchase of long-lived and intangible assets(2,291)(11,310)
Free cash flow
$210,855 $363,517 









17

TWILIO INC.
Segment Operating Results                     
(In thousands)
(Unaudited)

Three Months Ended December 31,Year Ended
December 31,
20232023
Revenue:
     Communications$1,000,920 $3,858,693 
     Segment
75,030 295,252 
          Total$1,075,950 $4,153,945 
Non-GAAP income (loss) from operations:
     Communications$248,391 $841,990 
Segment
(18,493)(72,430)
Corporate costs
(57,258)(236,552)
          Total$172,640 $533,008 
Reconciliation of non-GAAP income from operations to loss from operations:
Total non-GAAP income from operations
$172,640 $533,008 
Stock-based compensation(164,571)(662,842)
Amortization of acquired intangibles(42,471)(192,307)
Acquisition and divestiture related expenses
(40)(5,555)
Loss on net assets divested
— (32,277)
Payroll taxes related to stock-based compensation(2,246)(12,985)
Charitable contributions
(13,361)(17,346)
Restructuring costs(25,452)(165,733)
Impairment of long-lived assets
(286,226)(320,504)
          Loss from operations
(361,727)(876,541)
Other income (expenses), net
2,073 (120,188)
Loss before provision for income taxes$(359,654)$(996,729)


18

CONTACT:
Investor Contact:
Bryan Vaniman
ir@Twilio.com

or

Media Contact:
Caitlin Epstein
press@Twilio.com

19
v3.24.0.1
Cover Page
Feb. 14, 2024
Entity Addresses [Line Items]  
Entity Address, Address Line One 101 Spear Street
Entity Address, Address Line Two Fifth Floor
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
Security Exchange Name NYSE
Document Type 8-K
Document Period End Date Feb. 14, 2024
Entity Registrant Name Twilio Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37806
Entity Tax Identification Number 26-2574840
City Area Code 415
Local Phone Number 390-2337
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol TWLO
Entity Emerging Growth Company false
Security Exchange Name NYSE
v3.24.0.1
Cover Page Non-Printing
Feb. 14, 2024
Cover Page [Abstract]  
Entity Central Index Key 0001447669
Amendment Flag false
Security Exchange Name NYSE
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