Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended SeptemberJune 30, 2017

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-37806

Twilio Inc.

twiliologored2a01.jpg
TWILIO INC.
(Exact name of registrant as specified in its charter)


Delaware

26-2574840

Delaware

26-2574840
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

No.)

375 Beale

101 Spear Street, Suite 300

Fifth Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

(415) 390-2337

(Registrant’s telephone number, including area code)


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

As of August 1, 2023, 181,116,511 shares of the registrant’s Class A common stock were outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero

Accelerated filero

Non-accelerated filerx

Smaller reporting companyo

(Do not check if a smaller reporting company)

Emerging growth companyx


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.    x

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNox

As of October 31, 2017, 68,822,548 shares of the registrant’s Class A common stock and 24,207,167 shares of registrant’s Class B common stock were outstanding.


1

Table of Contents



TWILIO INC.

Quarterly Report on Form 10-Q

For the Three Months Ended SeptemberJune 30, 2017

2023

TABLE OF CONTENTS

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

·                  our future financial performance, including our revenue, cost of revenue, gross margin and operating expenses, ability to generate positive cash flow and ability to achieve and sustain profitability;

·                  the impact and expected results from changes in our relationship with our larger customers;

·                  the sufficiency of our cash and cash equivalents to meet our liquidity needs;

·                  anticipated technology trends, such as the use of and demand for cloud communications;

·                  our ability to continue to build and maintain credibility with the global software developer community;

·                  our ability to attract and retain customers to use our products;

·                  our ability to attract and retain enterprises and international organizations as customers for our products;

·                  our ability to form and expand partnerships with independent software vendors and system integrators;

·                  the evolution of technology affecting our products and markets;

·                  our ability to introduce new products and enhance existing products;

·                  our ability to optimize our network service provider coverage and connectivity;

·                  our ability to pass on our savings associated with our platform optimization efforts to our customers;

·                  our ability to successfully enter into new markets and manage our international expansion;

·                  the attraction and retention of qualified employees and key personnel;

·                  our ability to effectively manage our growth and future expenses and maintain our corporate culture;

·                  our anticipated investments in sales and marketing and research and development;

·                  our ability to maintain, protect and enhance our intellectual property;

·                  our ability to successfully defend litigation brought against us;

·                  our ability to comply with modified or new laws and regulations applying to our business; and

·                  the increased expenses associated with being a public company.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

PART I — FINANCIAL INFORMATION



2


Item 1. Financial Statements

TWILIO INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

As of September 30,
2017

 

As of December 31,
2016

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

91,906

 

$

305,665

 

Short-term marketable securities

 

192,031

 

 

Accounts receivable, net

 

37,258

 

26,203

 

Prepaid expenses and other current assets

 

26,420

 

21,512

 

Total current assets

 

347,615

 

353,380

 

Restricted cash

 

7,450

 

7,445

 

Property and equipment, net

 

47,718

 

37,552

 

Intangible assets, net

 

21,274

 

10,268

 

Goodwill

 

17,407

 

3,565

 

Other long-term assets

 

2,084

 

484

 

Total assets

 

$

443,548

 

$

412,694

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

7,117

 

$

4,174

 

Accrued expenses and other current liabilities

 

55,283

 

59,308

 

Deferred revenue

 

13,599

 

10,222

 

Total current liabilities

 

75,999

 

73,704

 

Long-term liabilities

 

12,549

 

9,543

 

Total liabilities

 

88,548

 

83,247

 

Commitments and contingencies (Note 10)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Class A and Class B common stock

 

93

 

87

 

Additional paid-in capital

 

584,390

 

516,090

 

Accumulated deficit

 

(231,519

)

(186,730

)

Accumulated other comprehensive income

 

2,036

 

 

Total stockholders’ equity

 

355,000

 

329,447

 

Total liabilities and stockholders’ equity

 

$

443,548

 

$

412,694

 

As of June 30,As of December 31,
20232022
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents$675,081 $651,752 
Short-term marketable securities3,008,887 3,503,317 
Accounts receivable, net599,806 547,507 
Prepaid expenses and other current assets315,059 281,510 
Assets held for sale65,667 — 
Total current assets4,664,500 4,984,086 
Property and equipment, net235,392 263,979 
Operating right-of-use assets86,193 121,341 
Equity method investment656,940 699,911 
Intangible assets, net727,644 849,935 
Goodwill5,243,266 5,284,153 
Other long-term assets290,551 360,899 
Total assets$11,904,486 $12,564,304 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$93,500 $124,605 
Accrued expenses and other current liabilities448,705 490,221 
Deferred revenue and customer deposits139,434 139,110 
Operating lease liability, current53,089 54,222 
Liabilities held for sale25,075 — 
Total current liabilities759,803 808,158 
Operating lease liability, noncurrent146,301 164,551 
Finance lease liability, noncurrent14,469 21,290 
Long-term debt, net988,160 987,382 
Other long-term liabilities19,194 23,881 
Total liabilities1,927,927 2,005,262 
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock— — 
Class A and Class B common stock181 186 
Additional paid-in capital14,418,946 14,055,853 
Accumulated other comprehensive loss(60,275)(121,161)
Accumulated deficit(4,382,293)(3,375,836)
Total stockholders’ equity9,976,559 10,559,042 
Total liabilities and stockholders’ equity$11,904,486 $12,564,304 

See accompanying notes to condensed consolidated financial statements.

3


TWILIO INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenue

 

$

100,542

 

$

71,533

 

$

283,784

 

$

195,383

 

Cost of revenue

 

48,254

 

31,285

 

127,873

 

86,315

 

Gross profit

 

52,288

 

40,248

 

155,911

 

109,068

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

31,674

 

21,106

 

87,910

 

53,339

 

Sales and marketing

 

25,778

 

15,873

 

73,047

 

47,451

 

General and administrative

 

18,867

 

14,545

 

40,810

 

36,773

 

Total operating expenses

 

76,319

 

51,524

 

201,767

 

137,563

 

Loss from operations

 

(24,031

)

(11,276

)

(45,856

)

(28,495

)

Other income, net

 

1,000

 

138

 

1,969

 

92

 

Loss before provision for income taxes

 

(23,031

)

(11,138

)

(43,887

)

(28,403

)

Provision for income taxes

 

(422

)

(116

)

(902

)

(313

)

Net loss attributable to common stockholders

 

$

(23,453

)

$

(11,254

)

(44,789

)

$

(28,716

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.25

)

$

(0.13

)

$

(0.49

)

$

(0.68

)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

92,156,768

 

83,887,901

 

90,543,087

 

42,030,989

 


Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(In thousands, except share and per share amounts)
Revenue$1,037,761 $943,354 $2,044,325 $1,818,717 
Cost of revenue532,006 498,065 1,047,880 948,357 
Gross profit505,755 445,289 996,445 870,360 
Operating expenses:
Research and development226,896 279,641 465,491 520,252 
Sales and marketing261,600 334,958 521,485 622,864 
General and administrative134,852 142,626 247,420 256,988 
Restructuring costs14,902 — 136,844 — 
Impairment of long-lived assets9,332 — 31,116 — 
Total operating expenses647,582 757,225 1,402,356 1,400,104 
Loss from operations(141,827)(311,936)(405,911)(529,744)
Other expenses, net:
Share of losses from equity method investment(32,361)— (62,780)— 
Impairment of strategic investments— — (46,154)— 
Other income (expenses), net8,745 (8,239)17,730 (14,916)
Total other expenses, net(23,616)(8,239)(91,204)(14,916)
Loss before (provision for) benefit from income taxes(165,443)(320,175)(497,115)(544,660)
(Provision for) benefit from income taxes(744)(2,594)(11,211)264 
Net loss attributable to common stockholders$(166,187)$(322,769)$(508,326)$(544,396)
Net loss per share attributable to common stockholders, basic and diluted$(0.91)$(1.77)$(2.75)$(3.00)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted183,490,982 182,347,864 184,926,875 181,624,316 
See accompanying notes to condensed consolidated financial statements.

4


TWILIO INC.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net loss

 

$

(23,453

)

$

(11,254

)

$

(44,789

)

$

(28,716

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Unrealized loss on marketable securities

 

(44

)

 

(238

)

 

Foreign currency translation

 

793

 

 

2,274

 

 

Total other comprehensive income

 

749

 

 

2,036

 

 

Comprehensive loss attributable to common stockholders

 

$

(22,704

)

$

(11,254

)

$

(42,753

)

$

(28,716

)

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(In thousands)
Net loss$(166,187)$(322,769)$(508,326)$(544,396)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities8,605 (19,022)39,355 (81,848)
Foreign currency translation86 (2,289)569 (2,454)
Net change in market value of effective foreign currency
   forward exchange contracts
(2,167)(11,106)1,168 (14,958)
Share of other comprehensive income from equity method investment5,146 — 19,794 — 
Total other comprehensive income (loss)11,670 (32,417)60,886 (99,260)
Comprehensive loss attributable to common stockholders$(154,517)$(355,186)$(447,440)$(643,656)
See accompanying notes to condensed consolidated financial statements.

5

TWILIO INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Stockholders’ Equity

(Unaudited)

 

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

 

$

(44,789

)

$

(28,716

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

13,406

 

5,292

 

Amortization of bond premium

 

153

 

 

Stock-based compensation

 

35,973

 

15,649

 

Provision for doubtful accounts

 

407

 

1,017

 

Gain on lease termination

 

(295

)

 

Write-off of internally developed software

 

96

 

188

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(9,173

)

(11,275

)

Prepaid expenses and other current assets

 

(4,947

)

(11,561

)

Other long-term assets

 

(1,512

)

(59

)

Accounts payable

 

1,411

 

2,317

 

Accrued expenses and other current liabilities

 

(1,454

)

18,625

 

Deferred revenue

 

3,364

 

3,346

 

Long-term liabilities

 

306

 

9,596

 

Net cash provided by (used in) operating activities

 

(7,054

)

4,419

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

(Increase) decrease in restricted cash

 

1,170

 

(7,439

)

Purchases of marketable securities

 

(280,569

)

 

Maturities of marketable securities

 

87,325

 

 

Capitalized software development costs

 

(12,281

)

(8,447

)

Purchases of property and equipment

 

(8,613

)

(5,282

)

Purchases of intangible assets

 

(206

)

(646

)

Acquisition, net of cash acquired

 

(22,621

)

 

Net cash used in investing activities

 

(235,795

)

(21,814

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from initial public offering, net of underwriting discounts

 

 

160,426

 

Payments of costs related to public offerings

 

(430

)

(3,936

)

Proceeds from exercises of stock options

 

22,504

 

4,751

 

Proceeds from shares issued in ESPP

 

7,404

 

 

Tax benefit related to stock-based compensation

 

 

62

 

Value of equity awards withheld for tax liabilities

 

(476

)

(518

)

Net cash provided by financing activities

 

29,002

 

160,785

 

Effect of exchange rate changes on cash and cash equivalents

 

88

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(213,759

)

143,390

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

305,665

 

108,835

 

CASH AND CASH EQUIVALENTS—End of period

 

$

91,906

 

$

252,225

 

Cash paid for income taxes

 

$

489

 

$

153

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

Purchases of property, equipment and intangible assets, accrued but not paid

 

$

124

 

$

2,373

 

Stock-based compensation capitalized in software development costs

 

$

2,712

 

$

1,068

 

Vesting of early exercised options

 

$

315

 

$

512

 

Costs related to the public offerings, accrued but not paid

 

$

 

$

368

 


Common Stock
Class A
Common Stock
Class B
Additional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
SharesAmountSharesAmount
(In thousands, except share amounts)
Balance as of December 31, 2022176,358,104 $174 9,617,605 $12 $14,055,853 $(121,161)$(3,375,836)$10,559,042 
Net loss— — — — — — (342,139)(342,139)
Exercises of vested stock options66,968 — 97,199 — 3,264 — — 3,264 
Vesting of restricted stock units1,516,634 — — (2)— — — 
Value of equity awards withheld for tax liability(36,965)— — — (2,456)— — (2,456)
Conversion of shares of Class B common stock into shares of Class A common stock97,199 — (97,199)— — — — — 
Shares of Class A common stock issued and donated to charity22,102 — — — 1,599 — — 1,599 
Unrealized gain on marketable securities— — — — — 30,750 — 30,750 
Repurchases of shares of Class A common stock including related costs(1,902,124)(2)— — — — (124,990)(124,992)
Foreign currency translation— — — — — 483 — 483 
Net change in market value of effective foreign currency forward exchange contracts— — — — — 3,335 — 3,335 
Share of other comprehensive income from equity method investment— — — — — 14,648 — 14,648 
Stock-based compensation— — — — 164,999 — — 164,999 
Stock-based compensation - restructuring— — — — 10,333 — — 10,333 
Balance as of March 31, 2023176,121,918 $174 9,617,605 $12 $14,233,590 $(71,945)$(3,842,965)$10,318,866 
Net loss— — — — — — (166,187)(166,187)
Exercises of vested stock options33,438 — 30,783 — 1,477 — — 1,477 
Vesting of restricted stock units1,144,112 — — (1)— — — 
Value of equity awards withheld for tax liability(872)— — — (53)— — (53)
Conversion of shares of Class B common stock into shares of Class A common stock9,648,388 12 (9,648,388)(12)— — — — 
Shares issued under ESPP579,857 — — — 23,337 — — 23,337 
Shares of Class A common stock issued and donated to charity22,102 — — — 1,047 — — 1,047 
Unrealized gain on marketable securities— — — — — 8,605 — 8,605 
Repurchases of shares of Class A common stock including related costs(6,374,327)(6)— — — — (373,141)(373,147)
Foreign currency translation— — — — — 86 — 86 
Net change in market value of effective foreign currency forward exchange contracts— — — — — (2,167)— (2,167)
Share of other comprehensive income from equity method investment— — — — — 5,146 — 5,146 
Stock-based compensation— — — — 159,253 — — 159,253 
Stock-based compensation - restructuring— — — — 296 — — 296 
Balance as of June 30, 2023181,174,616 $181  $ $14,418,946 $(60,275)$(4,382,293)$9,976,559 
See accompanying notes to condensed consolidated financial statements.



6

TWILIO INC.

Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)


Common Stock
Class A
Common Stock
Class B
Additional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
SharesAmountSharesAmount
(In thousands, except share amounts)
Balance as of December 31, 2021170,625,994 $168 9,842,105 $12 $13,169,118 $(18,141)$(2,119,691)$11,031,466 
Net loss— — — — — — (221,627)(221,627)
Exercises of vested stock options180,643 — 193,889 — 11,727 — — 11,727 
Vesting of restricted stock units877,089 — — (1)— — — 
Value of equity awards withheld for tax liability(5,804)— — — (1,065)— — (1,065)
Conversion of shares of Class B common stock into shares of Class A common stock215,389 — (215,389)— — — — — 
Shares of Class A common stock issued and donated to charity22,102 — — — 4,232 — — 4,232 
Shares returned from escrow(152,239)— — — (387)— — (387)
Unrealized loss on marketable securities— — — — — (62,826)— (62,826)
Foreign currency translation— — — — — (165)— (165)
Net change in market value of effective foreign currency forward exchange contracts— — — — — (3,852)— (3,852)
Stock-based compensation— — — — 159,930 — — 159,930 
Balance as of March 31, 2022171,763,174 $169 9,820,605 $12 $13,343,554 $(84,984)$(2,341,318)$10,917,433 
Net loss— — — — — — (322,769)(322,769)
Exercises of vested stock options98,111 — 77,732 — 5,649 — — 5,649 
Vesting of restricted stock units1,049,640 — — (1)— — — 
Value of equity awards withheld for tax liability(38)— — — (4)— — (4)
Conversion of shares of Class B common stock into shares of Class A common stock80,732 — (80,732)— — — — — 
Shares issued under ESPP258,221 — — 24,317 — — 24,318 
Shares of Class A common stock issued and donated to charity22,102 — — — 2,373 — — 2,373 
Unrealized loss on marketable securities— — — — — (19,022)— (19,022)
Foreign currency translation— — — — — (2,289)— (2,289)
Net change in market value of effective foreign currency forward exchange contracts— — — — — (11,106)— (11,106)
Stock-based compensation— — — — 247,412 — — 247,412 
Balance as of June 30, 2022173,271,942 $171 9,817,605 $12 $13,623,300 $(117,401)$(2,664,087)$10,841,995 
See accompanying notes to condensed consolidated financial statements.


7


TWILIOINC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:(In thousands)
Net loss$(508,326)$(544,396)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization146,388 137,744 
Non-cash reduction to the right-of-use asset16,074 25,539 
Net amortization of investment premium and discount5,392 20,274 
Impairment of long-lived assets due to office closures31,116 — 
Stock-based compensation including restructuring323,893 397,366 
Amortization of deferred commissions36,067 26,076 
Allowance for doubtful accounts21,864 8,742 
Share of losses from equity method investment62,780 — 
Loss on net assets divested and held for sale32,277 — 
Impairment of strategic investments46,154 — 
Other adjustments13,275 8,503 
Changes in operating assets and liabilities:
Accounts receivable(92,130)(91,782)
Prepaid expenses and other current assets(45,116)(57,997)
Other long-term assets(19,180)(52,521)
Accounts payable(13,582)6,654 
Accrued expenses and other current liabilities(44,365)78,430 
Deferred revenue and customer deposits306 (3,984)
Operating lease liabilities(27,864)(31,127)
Other long-term liabilities757 (7,662)
Net cash used in operating activities(14,220)(80,141)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired and other related payments(170)(31,697)
Purchases of marketable securities and other investments(511,734)(1,325,366)
Proceeds from sales and maturities of marketable securities1,050,010 754,574 
Capitalized software development costs(20,075)(22,361)
Purchases of long-lived and intangible assets(8,254)(10,779)
Net cash provided by (used in) investing activities509,777 (635,629)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of costs related to public offerings— (35)
Principal payments on debt and finance leases(9,804)(6,188)
Value of equity awards withheld for tax liabilities(2,509)(1,069)
Repurchases of shares of Class A common stock and related costs(485,121)— 
Proceeds from exercises of stock options and shares of Class A common stock issued under ESPP28,078 41,694 
Net cash (used in) provided by financing activities(469,356)34,402 
Effect of exchange rate changes on cash, cash equivalents and restricted cash108 313 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH, including cash classified as held for sale26,309 (681,055)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH CLASSIFIED AS HELD FOR SALE(7,306)— 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH19,003 (681,055)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period656,078 1,481,831 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period$675,081 $800,776 
Cash paid for income taxes, net$17,578 $4,147 
Cash paid for interest$19,261 $18,750 
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents$675,081 $798,625 
Restricted cash in other current assets— 2,151 
Total cash, cash equivalents and restricted cash$675,081 $800,776 
See accompanying notes to condensed consolidated financial statements.
8

TWILIO INC.
Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Description of Business

Twilio Inc. (the “Company”) was incorporated in the state of Delaware on March 13, 2008. The Company is the leaderToday's leading companies trust Twilio's Customer Engagement Platform to build direct, personalized relationships with their customers everywhere in the Cloud Communications Platform categoryworld. Twilio enables companies to use communications and enables developersdata to build, scaleadd intelligence and operate real-time communications withinsecurity to every step of their software applications via simple-to-use Application Programming Interfaces, or APIs. The power, flexibility,customers’ journey, from sales to marketing to growth, customer service and reliability offered by the Company’s software building blocks empower entities of virtually every shape and size to build world-classmany more engagement into their customer experience.

use cases in a flexible, programmatic way.

The Company’s headquarters are located in San Francisco, California, and the Company has subsidiaries in the United Kingdom, Estonia, Ireland, Colombia, Germany, Hong Kong, Singapore, Bermuda, Spain, Swedenacross North America, South America, Europe, Asia and Australia.

2. Summary of Significant Accounting Policies

(a)Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in ourthe Company’s Annual Report on Form 10-K filed with the SEC on February 21, 201727, 2023 (“Annual Report”).

The condensed consolidated balance sheet as of December 31, 2016,2022, included herein, was derived from the audited financial statements as of that date, but may not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis.

In the fourth quarter of 2016, the Company adopted the guidance of Accounting Standard Update (“ASU”) No. 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplified several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The Company adopted all provisions on either prospective or modified retrospective basis. The impact from any of the adopted provisions was immaterial to the Company’s financial position, results of operations and cash flows. Hence, prior periods were not adjusted.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 20172023 or any future period.

(b)Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

(c)Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue allowances and returns; valuation of the Company’s stock and stock-based awards;sales credit reserves; recoverability of long-lived and intangible assets; allocation of goodwill to reporting units; impairment assessments of goodwill and indefinite-lived intangible assets; capitalization and useful life of the Company’s capitalized internal-use software;software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments;adjustments, therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation.

9

Tabl

e of Contents

(d)Remaining Performance Obligations
Revenue allocated to remaining performance obligations for contracts with durations of more than one year was $123.4 million as of June 30, 2023, of which 68% is expected to be recognized over the next 12 months and 95% is expected to be recognized over the next 24 months.
(e)Deferred Revenue and Customer Deposits
As of June 30, 2023, and December 31, 2022, the Company recorded $139.4 million and $139.1 million as its deferred revenue and customer deposits, respectively, that are included in deferred revenue and customer deposits and other long-term liabilities in the accompanying condensed consolidated balance sheets. During the three months ended June 30, 2023 and 2022, the Company recognized $27.2 million and $29.9 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year. During the six months ended June 30, 2023 and 2022, the Company recognized $98.6 million and $94.7 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year.
(f)Deferred Sales Commissions
Total net capitalized commission costs as of June 30, 2023, and December 31, 2022, were $219.5 million and $239.1 million, respectively, and are included in prepaid expenses and other current assets and other long‑term assets in the accompanying condensed consolidated balance sheets.
(g)Concentration of Credit Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities restricted cash and accounts receivable. The Company maintains cash, restricted cash, cash equivalents restricted cash and marketable securities with financial institutions. Certain balances held by such financial institutions that management believes are financially sound and have minimal credit risk exposure.

exceed insured limits.

The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any one of the large customers deterioratesignificant customer deteriorates substantially, operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. The Company does not require collateral from its credit customers and maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. As of September 30, 2017, one customer organization represented approximately 11% of the Company’s gross accounts receivable. As of December 31, 2016, one customer organization represented approximately 16% of the Company’s gross accounts receivable.

In the three and ninesix months ended SeptemberJune 30, 2017,2023 and 2022, no customerscustomer organization accounted for more than 10% of the Company’s total revenue.

As of June 30, 2023, and December 31, 2022, no customer organization represented more than 10% of the Company’s total revenue. gross accounts receivable.
(h)Significant Accounting Policies
Segment Information
The Company determines its operating and reportable segments in accordance with ASC 280 Segment Reporting (“ASC 280”), which requires financial information to be reported based on how the chief operating decision maker (“CODM”), who is the Company's Chief Executive Officer, reviews and manages the business, and establishes criteria for aggregating operating segments into reportable segments. Historically, the Company concluded that it had a single operating and reportable segment. As described in detail in Note 8, as of June 30, 2023, the Company concluded that it operated in and will report its results in two reportable segments.

Goodwill

In the three months ended September 30, 2016, one customer organization represented 15% of the Company’s total revenue, andconnection with changes in the nine months ended September 30, 2016, two customer organizations represented 10%segment reporting structure described in Note 8, in the second quarter of 2023, the Company concluded that it had multiple reporting units. Accordingly, the Company reassigned assets and 13% ofliabilities to the Company’s total revenue.

(e)Significant Accounting Policies

reporting units based on which reporting units’ operations the assets and liabilities were employed in or were related to. The Company reassigned goodwill to each reporting unit using a relative fair value allocation approach.

There have been no other changes to ourthe Company’s significant accounting policies as described in ourits Annual Report.

(f)

10

(i)Recently Issued Accounting Guidance, Not yet Adopted

In May 2017,June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2017-09, “Compensation-Stock CompensationUpdate No. 2022-03, "Fair Value Measurements (Topic 718), Scope820): Fair Value Measurement of Modification Accounting”,Equity Securities Subject to Contractual Sale Restrictions," which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective prospectively for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The Company will adopt this guidance upon its effective date. The Company does not expect the adoption of this guidance to have any material impact on the Company’s financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2019. The Company will adopt this guidance upon its effective date. The Company does not expect the adoption of this guidance to have any material impact on the Company’s financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”, which amends the guidance of FASB Accounting Standards Codification Topic 805, “Business Combinations”, adding guidancemeasuring the fair value of equity securities subject to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted under certain circumstances. The Company will evaluatecontractual restrictions that prohibit the impact of this guidance on its financial statements and related disclosures next time there is a potential business combination.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash”, which requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company will adopt this guidance upon its effective date.  The restricted cash balances as of September 30, 2017 and December 31, 2016 were $7.4 million and $8.6 million, respectively.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers Other Than Inventory”, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company will adopt this guidance upon its effective date. The Company does not expect the adoption of this guidance to have any material impact on the Company’s financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is evaluating the impact of this guidance on its condensed consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) assale of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. For public companies, the new standard isequity securities. The guidance will be effective for fiscal years beginning after December 15, 2018, including2023, and interim periods within those fiscal years. Early adoption is permitted. For leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. While the Company expects the adoption of this standard to result in an increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This new guidance will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 which deferred, by one year, the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP. In accordance with the deferral, this guidance will be effective for the Company beginning January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted beginning January 1, 2017. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” clarifying the implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether the nature of a promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). The determination influences the timing and amount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing,” clarifying the implementation guidance on identifying performance obligations and licensing. Specifically, the amendments reduce the cost and complexity of identifying promised goods or services and improve the guidance for determining whether promises are separately identifiable. The amendments also provide implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria.  In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”. These amendments provide additional clarification and implementation guidance on the previously issued ASUs. These amendments do not change the core principles of the guidance stated in ASU 2014-09, instead they are intended to clarify and improve operability of certain topics included within the revenue standard. The effective date and transition requirements for ASU 2016-08, ASU 2016-10 and ASU 2016-12 are the same as the effective date and transition requirements for ASU 2014-09. The Company performed its preliminary evaluation and selected a modified retrospective transition method with cumulative effect adjustment asis evaluating the impact of the standard’s effective date. While the Company has not yet completed the full analysis, based on the evaluation to date, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations or cash flows.

statements.

3. Fair Value Measurements

Financial Assets
The Company records certain of itsfollowing tables provide the financial assets measured at fair value on a recurring basis. basis:
Amortized
Cost or
Carrying
Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses Less Than 12 Months
Gross
Unrealized
Losses More
Than
12 Months
Fair Value Hierarchy as of
June 30, 2023
Aggregate
Fair Value
Level 1Level 2Level 3
Financial Assets:(In thousands)
Cash and cash equivalents:
Money market funds$254,065 $— $— $— $254,065 $— $— $254,065 
Total included in cash
    and cash equivalents
254,065 — — — 254,065 — — 254,065 
Marketable securities:
Debt securities:
U.S. Treasury securities356,379 (536)(5,875)349,969 — — 349,969 
Non-U.S. government
   securities
166,324 — (96)(4,376)161,852 — — 161,852 
Corporate debt securities and
   commercial paper
2,536,521 56 (10,949)(40,762)— 2,484,866 — 2,484,866 
Total debt securities3,059,224 57 (11,581)(51,013)511,821 2,484,866 — 2,996,687 
Equity securities12,200 — — — 12,200 — — 12,200 
Total marketable securities3,071,424 57 (11,581)(51,013)524,021 2,484,866 — 3,008,887 
Total financial assets$3,325,489 $57 $(11,581)$(51,013)$778,086 $2,484,866 $— $3,262,952 
Amortized
Cost or
Carrying
Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses Less Than 12 Months
Gross
Unrealized
Losses More
Than
12 Months
Fair Value Hierarchy as of
December 31, 2022
Aggregate
Fair Value
Level 1Level 2Level  3
Financial Assets:(In thousands)
Cash and cash equivalents:
Money market funds$46,610 $— $— $— $46,610 $— $— $46,610 
Reverse repurchase
   agreements
200,000 — — — — 200,000 — 200,000 
Commercial paper2,249 — — — 2,249 2,249 
Total included in cash
   and cash equivalents
248,859 — — — 46,610 202,249 — 248,859 
Marketable securities:
U.S. Treasury securities481,463 — (1,269)(11,347)468,847 — — 468,847 
Non-U.S. government
   securities
149,901 — (33)(6,304)143,564 — — 143,564 
Corporate debt securities and
   commercial paper
2,973,844 307 (12,202)(71,043)5,000 2,885,906 — 2,890,906 
Total marketable
   securities
3,605,208 307 (13,504)(88,694)617,411 2,885,906 — 3,503,317 
Total financial assets$3,854,067 $307 $(13,504)$(88,694)$664,021 $3,088,155 $— $3,752,176 
11

Table of Contents
Debt Securities
The Company’s financial instruments, which include cash, cash equivalents, accounts receivable and accounts payable, are recorded at their carrying amounts, which approximate theiraggregate fair values due to their short-term nature. Restricted cash is short-term and long-term in nature and consistsvalue of cash in a savings account, hence its carrying amount approximates its fair value. Marketable securities consist of U.S. treasury securities and high credit qualitythe corporate debt securities. All marketable securities are considered to be available-for-sale and are recorded at their estimated fair values. Unrealized gains andwith unrealized losses for available-for-sale securities are recorded in other comprehensive income (loss).

Impairments are considered to be other than temporary if they are related to deterioration in credit risk or if it is likely that the security will be sold before the recovery of its cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net.

The following tables summarize the Company’s financial assetswas $2.3 billion as of SeptemberJune 30, 2017 and December 31, 2016 by type (in thousands):

 

 

Amortized Cost
or Carrying

 

Net
Unrealized

 

Fair Value Hierarchy as of September 30, 2017

 

Aggregate Fair

 

 

 

Value

 

Losses

 

Level 1

 

Level 2

 

Level 3

 

Value

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

90,144

 

$

 

$

90,144

 

$

 

$

 

$

90,144

 

Total included in cash and cash equivalents

 

90,144

 

 

90,144

 

 

 

90,144

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

59,951

 

(125

)

59,826

 

 

 

59,826

 

Corporate debt securities

 

132,318

 

(113

)

 

132,205

 

 

132,205

 

Total marketable securities

 

192,269

 

(238

)

59,826

 

132,205

 

 

192,031

 

Total financial assets

 

$

282,413

 

$

(238

)

$

149,970

 

$

132,205

 

$

 

$

282,175

 

There2023, of which $1.6 billion were no marketable securities as of December 31, 2016.

 

 

Carrying

 

Fair Value Hierarchy as of December 31, 2016

 

Aggregate Fair

 

 

 

Value

 

Level 1

 

Level 2

 

Level 3

 

Value Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

Money market funds (included in cash and cash equivalents)

 

$

274,135

 

$

274,135

 

$

 

$

 

$

274,135

 

Total financial assets

 

$

274,135

 

$

274,135

 

$

 

$

 

$

274,135

 

The Company classifies its marketable securities as current assets as they are available for current operating needs. The following table summarizes the contractual maturities of marketable securities as of September 30, 2017 (in thousands):

 

 

Amortized

 

Aggregate Fair

 

 

 

Cost

 

Value

 

Financial Assets:

 

 

 

 

 

Less than one year

 

$

121,215

 

$

121,130

 

One to two years

 

71,054

 

70,901

 

Total

 

$

192,269

 

$

192,031

 

For fixed income securities that had unrealized losses as of September 30, 2017, the Company has determined that no other-than-temporary impairment existed. As of September 30, 2017, all securities in an unrealized loss position have beenfor more than 12 months and $777.5 million were in an unrealized loss position for less than one year.  12 months. The aggregate fair value of corporate debt securities with unrealized losses was $2.7 billion as of December 31, 2022, of which $2.0 billion were in an unrealized loss position for more than 12 months and $620.5 million were in an unrealized loss position for less than 12 months. Unrealized losses related to other investments as of June 30, 2023 and December 31, 2022 were not significant.

The Company’s primary objective when investing excess cash is preservation of capital, hence the Company’s debt securities primarily consist of U.S. Treasury Securities, non-U.S government securities, high credit quality corporate debt securities and commercial paper. Because the Company views its debt securities as available to support current operations, it has classified all available for sale securities as short-term. As of June 30, 2023, and December 31, 2022, for all debt securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. In addition, as of June 30, 2023 and December 31, 2022, the Company anticipates that it will recover the entire amortized cost basis of such debt securities before maturity.
Interest earned on marketabledebt securities was $16.7 million and $33.9 million in the three and ninesix months ended SeptemberJune 30, 2017 was $0.72023, respectively, and $15.6 million and $1.8$31.2 million respectively,in the three and six months ended June 30, 2022, respectively. The interest is recorded as other income (expense)(expenses), net, in the accompanying condensed consolidated statements of operations.

4. Property

The following table summarizes the contractual maturities of debt securities:
As of June 30, 2023As of December 31, 2022
Amortized
Cost
Aggregate
Fair Value
Amortized
Cost
Aggregate
Fair Value
Financial Assets:(In thousands)
Less than one year$2,061,380 $2,021,972 $1,943,836 $1,909,218 
One to three years997,844 974,715 1,661,372 1,594,099 
Total$3,059,224 $2,996,687 $3,605,208 $3,503,317 
Equity Securities
The equity securities consist of shares of a publicly traded company that were received as consideration in a divestiture transaction described further in Note 5.
Strategic Investments
As of June 30, 2023 and Equipment

Property and equipment consistedDecember 31, 2022, the Company held strategic investments with a carrying value of the following (in thousands):

 

 

As of
September 30,
2017

 

As of
December 31,
2016

 

 

 

 

 

 

 

Capitalized software development costs

 

$

43,571

 

$

28,661

 

Leasehold improvements

 

14,208

 

14,063

 

Office equipment

 

9,263

 

5,729

 

Furniture and fixtures

 

1,902

 

1,576

 

Software

 

1,500

 

968

 

Total property and equipment

 

70,444

 

50,997

 

Less: accumulated depreciation and amortization

 

(22,726

)

(13,445

)

Total property and equipment, net

 

$

47,718

 

$

37,552

 

Depreciation and amortization expense was $3.4$30.7 million and $9.3$76.9 million, for the three and nine months ended September 30, 2017, respectively, and $1.9 million and $4.9 million for the three and nine months ended September 30, 2016, respectively.

The Company capitalized $5.5 million and $15.0 million of software development costs in the three and nine months ended September 30, 2017, respectively, and $3.4 million and $9.5 million in the three and nine months ended September 30, 2016, respectively. Of this amount, the stock-based compensation expense was $1.2 million and $2.8 million in the three and nine months ended September 30, 2017, respectively, and $0.4 million and $1.1 million in the three and nine months ended September 30, 2016, respectively.

Amortization of capitalized software development costs was $2.2 million and $5.9 million in the three and nine months ended September 30, 2017, respectively, and $1.4 million and $3.7 million in the three and nine months ended September 30, 2016, respectively.

5. Recent Acquisition

On February 6, 2017, the Company completed its acquisition of a messaging provider based in Sweden specializing in messaging and SMS solutions, for a total purchase price of $23.0 million, paid in cash, of which $5.0 million was held in escrow.  The escrow will continue for 18 months after the transaction closing date and may be extended under certain circumstances.

Additionally, the Company deposited $2.0 million into a separate escrow account that will be released to certain employees on the first and second anniversaries of the closing date, provided the underlying service conditions are met. This amount is recorded as prepaid compensationother long-term assets in the accompanying condensed consolidated balance sheetsheets. The carrying value of these securities is determined under the measurement alternative on a non-recurring basis and adjusted for observable changes in fair value or impairment. In the six months ended June 30, 2023, the Company remeasured one of its strategic investments that it acquired in 2021 to fair value due to an assessed impairment. The fair value measurement of the strategic investment is amortized into expenseclassified as Level 2 in the services are rendered.

fair value hierarchy and the primary input used in the fair value measurement was the publicly available stock price of the issuer’s unrestricted security of the same class. The acquisition was accounted for as a business combination and, accordingly, the total purchase price was allocated to the preliminaryimpairment loss of $46.2 million is recorded in other expenses, net, tangible and intangible assets and liabilities based on their preliminary fair values on the acquisition date. The prepaid compensation subject to service conditions is accounted for as a post-acquisition compensation expense and recorded as research and development expense in the accompanying condensed consolidated statement of operations. We expect to continue to obtain information to assist us in determiningoperations for the fair values of the net assets acquired on the acquisition date during the measurement period.

The acquired entity’s results of operations have been included in the condensed consolidated financial statements of the Company from the date of acquisition.

The following table presents the preliminary purchase price allocationsix months ended June 30, 2023. There were no other impairments or adjustments recorded in the three and six months ended June 30, 2023 and 2022, related to these securities.

Financial Liabilities
The Company’s condensed consolidated balance sheetfinancial liabilities that are measured at fair value on a recurring basis consist of foreign currency derivative liabilities and are classified as Level 2 financial instruments in the acquisition date,fair value hierarchy. As of June 30, 2023 and December 31, 2022, the aggregate fair value of these liabilities and the associated unrealized losses were not significant.
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Table of Contents
The Company’s financial liabilities that are not measured at fair value on a recurring basis are its Senior Notes due 2029 (“2029 Notes”) and its Senior Notes due 2031 (“2031 Notes”). As of June 30, 2023, the fair value of the 2029 Notes and 2031 Notes were $433.3 million and $424.1 million, respectively. As of December 31, 2022, the fair value of the 2029 Notes and 2031 Notes were $410.9 million and $399.4 million, respectively.
4. Property and Equipment
Property and equipment consisted of the following:
As of June 30, 2023As of December 31, 2022
(In thousands)
Capitalized internal-use software developments costs$274,994 $257,983 
Data center equipment (1)
104,956 100,207 
Leasehold improvements92,610 91,660 
Office equipment60,771 70,815 
Furniture and fixtures14,696 14,935 
Software14,639 14,675 
Total property and equipment562,666 550,275 
Less: accumulated depreciation and amortization (1)
(327,274)(286,296)
Total property and equipment, net$235,392 $263,979 

(1) Data center equipment contains $72.4 million in assets held under finance leases as subsequently adjusted duringof June 30, 2023 and December 31, 2022. Accumulated depreciation and amortization includes $48.7 million and $41.2 million of accumulated depreciation for assets held under finance leases as of June 30, 2023 and December 31, 2022, respectively.
Depreciation and amortization expense was $24.3 million and $17.4 million in the three months ended June 30, 2017 (in thousands):

 

 

Total

 

Net tangible liabilities

 

$

(3,326

)

Goodwill(1)

 

12,588

 

Intangible assets(2)

 

13,700

 

Total purchase price

 

$

22,962

 

2023 and 2022, respectively, and $44.3 million and $34.0 million in the six months ended June 30, 2023 and 2022, respectively.

The Company acquired a net deferred tax liability of $2.6capitalized $14.8 million and $17.2 million in this business combination.


(1)                                     Goodwill representsinternal‑use software development costs in the excessthree months ended June 30, 2023 and 2022, respectively, and $29.0 million and $31.9 million in the six months ended June 30, 2023 and 2022, respectively.

5. Net Assets Held for Sale and Divested
The Company classifies assets and liabilities as held for sale (the “disposal group”) when management commits to a plan to sell the disposal group and meets all required criteria in ASC 360 Property, Plant, and Equipment. Assets held for sale are measured at the lower of purchase price over thetheir carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period the held for sale criteria are met. Gains are not recognized until realized on the date of identifiable tangible and intangiblesale. Long-lived assets acquired and liabilities assumed. The goodwill in this transaction is primarily attributable to the future cash flows to be realized from the acquired technology platform, existing customer and supplier relationshipsclassified as well as operational synergies.

(2)                                     Identifiable finite-lived intangible assets were comprised of the following:

 

 

Total

 

Estimated
life
(in years)

 

Developed technology

 

$

5,000

 

4

 

Customer relationships

 

6,100

 

7-8

 

Supplier relationships

 

2,600

 

5

 

Total intangible assets acquired

 

$

13,700

 

 

 

The estimated fair value of the intangible assets acquired was determined byheld for sale are not depreciated or amortized.


In June 2023, the Company entered into an agreement to sell its ValueFirst business, which operates an enterprise communications platform in India. The sale was subsequently completed in July 2023, and the Company considered or reliedreceived $45.5 million in part uponcash. This divestiture allowed allocation of Company resources to other strategic priorities with a valuation reportgreater impact on the Company’s business. The divestiture did not represent a strategic shift in operations that would have a major effect on the Company's business and financial results, and therefore, is not presented as a discontinued operation.

13

Table of a third-party expert. Contents
The Company used income approaches to estimatefollowing table presents the fair valuesmajor classes of assets and liabilities of the identifiable intangible assets.  Specifically,disposal group classified as held for sale as of June 30, 2023, in the developed technology asset class was valued using the-relief-from royalty method, while the customer relationships asset class was valued usingaccompanying condensed consolidated balance sheet:
As of June 30,
2023
Assets held for sale:(In thousands)
   Total tangible assets$42,546
Intangible assets, net17,294 
Goodwill34,604 
Valuation allowance(28,777)
Total assets held for sale$65,667 
Total liabilities held for sale$25,075 
The measurement of assets held for sale to fair value less costs to sell resulted in a multi-period excess earnings method and the supplier relationships asset class was valued using an incremental cash flow method.

The Company incurred costs related to this acquisitionloss of $0.7$28.8 million, of which $0.3 million and $0.4 million were incurred during the fiscal years 2017 and 2016, respectively. All acquisition related costs were expensed as incurred and have beenis recorded inwithin general and administrative expenses in the accompanying condensed consolidated statements of operations.

Pro forma results of operations for this acquisitionthe three and six months ended June 30, 2023. The Company recorded a valuation allowance to reduce the carrying amount of the disposal group to its fair value less costs to sell in the accompanying condensed consolidated balance sheet. The Company also recorded an additional $3.1 million of divestiture expenses in the same period.

Separately, in the second quarter of 2023, the Company sold its Internet of Things (“IoT”) disposal group for stock consideration of $15.8 million. The loss on divestiture and related expenses recorded in the three and six months ended June 30, 2023 were not significant.
6. Impairment
In February 2023, the Company announced plans to close additional offices as part of its 2022 strategy to become a remote-first company. The Company regularly assesses recoverability of all impacted right-of-use (“ROU”) assets and the related leasehold improvements and property and equipment for indicators of impairment. In the three and six months ended June 30, 2023, the Company recorded a $9.3 million and $31.1 million impairment, respectively, related to its permanently closed offices.
No other significant impairments were recorded in the three or six months ended June 30, 2023 or 2022.
7. Restructuring Activities
In February 2023, the Company announced a workforce reduction plan (the “February 2023 Plan”) that eliminated approximately 17% of the Company’s workforce. The execution of the February 2023 Plan was substantially complete in the first quarter of 2023. In the three months ended June 30, 2023, the Company recorded additional restructuring charges of $14.9 million, which consisted of $14.6 million related to employee severance, benefits and facilitation costs and $0.3 million relating to vesting of stock-based awards of the impacted employees. In the six months ended June 30, 2023, the cumulative restructuring charges of $136.8 million consisted of $126.2 million related to employee severance, benefits and facilitation costs, and $10.6 million related to vesting of employee stock based compensation awards. The $10.6 million expense related to vesting of the employee stock-based compensation awards is recorded in additional-paid-in-capital in the accompanying condensed consolidated statement of stockholders’ equity. The estimated remaining expenses related to the February 2023 Plan are not expected to be significant.
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Table of Contents
The following table summarizes the Company’s restructuring liability related to the February 2023 Plan that is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet:
Workforce Reduction CostsFacilitation CostsTotal
(In thousands)
Balance as of December 31, 2022$— $— $— 
Restructuring charges117,368 8,847 126,215 
Cash payments(99,888)(8,613)(108,501)
Balance as of June 30, 2023$17,480 $234 $17,714 
The activity and the remaining amounts related to the restructuring plan effected in September 2022 (the “September 2022 Plan”) were not significant.
8. Reorganization and Segment Reporting
In February 2023, the Company announced a reorganization of its business into two business units, Twilio Communications and Twilio Data & Applications (the “Reorganization”). With the Reorganization, the Company changed the organizational structure of its business, including the way management operates the business.
The Company’s Chief Executive Officer is its CODM. In the second quarter of 2023, the Company began regularly providing the CODM with discrete financial information for each business unit, as presented below, which required a reevaluation of the Company’s operating and reportable segments in accordance with ASC 280. The Company concluded that as of June 30, 2023, it had two operating and reportable segments: Twilio Communications and Twilio Data & Applications.
Twilio Communications: The Communications segment consists of a variety of application programming interfaces (“APIs”) and software solutions to optimize communications between Twilio customers and their end users. The key products from which the segment derives its revenue are Messaging, Voice and Email.
Twilio Data & Applications:The Data & Applications segment consists of software products that enable businesses to achieve more effective customer engagement by providing the tools necessary for customers to build direct, personalized relationships with their end users. The key products from which the segment derives its revenue are Segment, Engage, Flex and Marketing Campaigns.
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Table of Contents
Presented below is the discrete financial information by reportable segment for the three and six months ended June 30, 2023 and 2022, that is regularly reviewed by the CODM for performance assessment and resource allocation decisions. Asset information is not presented below since it is not reviewed by the CODM on a segment by segment basis. Revenue and costs of revenue are generally directly attributable to each segment. Certain costs of revenue are allocated based on methodologies that best reflect the patterns of consumption of these costs. Prior period comparative financial information presented below was restated to conform to the current period presentation.

Three Months Ended
June 30,
Six Months Ended June 30,
2023202220232022
(In thousands)
Revenue:
     Communications$913,135 $832,305 $1,796,365 $1,604,158 
     Data & Applications124,626 111,049 247,960 214,559 
          Total1,037,761 943,354 2,044,325 1,818,717 
Non-GAAP gross profit:
     Communications440,071 387,294 865,211 759,448 
     Data & Applications101,810 93,469 202,806 181,543 
          Total$541,881 $480,763 $1,068,017 $940,991 
Reconciliation of non-GAAP gross profit to gross profit:
Total non-GAAP gross profit$541,881 $480,763 $1,068,017 $940,991 
Stock-based compensation(6,334)(3,996)(11,624)(8,517)
Amortization of acquired intangibles(29,669)(31,236)(59,630)(61,872)
Payroll taxes related to stock-based compensation(123)(242)(318)(242)
Gross profit505,755 445,289 996,445 870,360 
Operating expenses(647,582)(757,225)(1,402,356)(1,400,104)
Other expenses, net(23,616)(8,239)(91,204)(14,916)
Loss before provision for income taxes$(165,443)$(320,175)$(497,115)$(544,660)

Depreciation and amortization expenses included in non-GAAP gross profit for the Communications reportable segment was $13.9 million and $7.0 million in the three months ended June 30, 2023 and 2022, respectively, and $23.1 million and $13.8 million in the six months ended June 30, 2023 and 2022, respectively.

Depreciation and amortization expenses included in non-GAAP gross profit for the Data & Applications reportable segment was $3.5 million and $1.5 million in the three months ended June 30, 2023 and 2022, respectively, and $6.6 million and $2.8 million in the six months ended June 30, 2023 and 2022, respectively.
9. Derivatives and Hedging
As of June 30, 2023, the Company had outstanding foreign currency forward contracts designated as cash flow hedges with a total sell notional value of $261.0 million. The notional value represents the amount that will be sold upon maturity of the forward contract. As of June 30, 2023, these contracts had maturities of up to seventeen months.
Gains and losses associated with these foreign currency forward contracts were as follows:
Condensed Consolidated Statement of Operations and Statement of Comprehensive LossThree Months Ended June 30,Six Months Ended June 30,
2023202220232022
(In thousands)
(Losses) gains recognized in OCINet change in market value of effective foreign currency forward exchange contracts$(2,167)$(11,106)$1,168 $(14,958)
Gains (losses) recognized in income due to instruments maturingCost of revenue$2,161 $(7,566)$2,895 $(9,163)
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Table of Contents
The Company is subject to master netting agreements with certain counterparties of the foreign exchange contracts, under which it is permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is the Company’s policy to present the derivatives at gross in its condensed consolidated balance sheets. The Company’s foreign currency forward contracts are not subject to any credit contingent features or collateral requirements. The Company manages its exposure to counterparty risk by entering into contracts with a diversified group of major financial institutions and by actively monitoring its outstanding positions. As of June 30, 2023, the Company did not have not been presentedany offsetting arrangements.
10. Goodwill and Intangible Assets
Goodwill
As described in Note 8, beginning in the second quarter of 2023, the Company concluded it had two operating and reportable segments. In connection with the shift from one operating and reportable segment to two operating and reportable segments, the Company reevaluated its reporting unit structure and determined that it had multiple reporting units. As such, during the second quarter of 2023, the Company reallocated goodwill to its newly formed reporting units.

The Company estimates the fair value of its reporting units using a weighting of fair values derived from an income and a market approach. Estimating the fair value by these methods involves the use of a number of key assumptions including forecasted revenues and related growth rates, forecasted operating cash flows, the discount rate, and the selection of relevant market multiples of comparable publicly-traded companies with similar characteristics to the reporting unit. Under the income approach, the Company determined the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on the Company’s best estimates of forecasted economic and market conditions over the period including growth rates and expected changes in operating cash flows. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of current and forward 12-month revenue or adjusted EBITDA, as applicable, derived from comparable publicly traded companies with similar operating and investment characteristics as the financial impactreporting unit.

While these assumptions reflect management’s best estimates of future performance at the time, these estimates are inherently complex and uncertain and the Company’s actual results could differ materially from these estimates.

In connection with the goodwill reallocation, the Company assessed goodwill for impairment immediately before and immediately after the change in the reporting unit structure and related goodwill reallocation. Both assessments concluded that the fair value of the reporting units were above their respective carrying amounts.

The following table presents the goodwill allocated to the Company’s condensed consolidated financial statements is immaterial.

6. Intangible Assets

Goodwill

Goodwill balancereportable segments as of SeptemberJune 30, 20172023, and December 31, 2016 was2022, and the changes during the period:


Twilio
Communications
Twilio
Data & Applications
Total
(In thousands)
Balance as of December 31, 2022$— $— $5,284,153 
Foreign currency adjustments26
Reallocation to segments in the second quarter of 2023(1)
4,321,130 963,049 — 
Foreign currency adjustments251— 251 
Goodwill divested or included in disposal group(2)
(41,164)— (41,164)
Balance as of June 30, 2023$4,280,217 $963,049 $5,243,266 

(1) Represents reallocation of goodwill as follows:

 

 

Total

 

Balance as of December 31, 2016

 

$

3,565

 

Goodwill recorded in connection with the recent acquisition

 

12,688

 

Measurement period adjustment

 

(100

)

Effect of exchange rate

 

1,254

 

Balance as of September 30, 2017

 

$

17,407

 

a result of changes in segment structure in the second quarter of 2023.

(2) Represents goodwill related to the assets held for sale of the ValueFirst business and the divestiture of IoT. See Note 5 for further details.
17

Intangible assets

Intangible assets consisted of the following (in thousands):

 

 

As of September 30, 2017

 

 

 

Gross

 

Accumulated
Amortization

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

Developed technology

 

$

14,888

 

$

(4,365

)

$

10,523

 

Customer relationships

 

7,096

 

(774

)

6,322

 

Supplier relationships

 

2,854

 

(364

)

2,490

 

Trade name

 

60

 

(60

)

 

Patent

 

1,737

 

(93

)

1,644

 

Total amortizable intangible assets

 

26,635

 

(5,656

)

20,979

 

Non-amortizable intangible assets:

 

 

 

 

 

 

 

Domain names

 

32

 

 

32

 

Trademarks

 

263

 

 

263

 

Total

 

$

26,930

 

$

(5,656

)

$

21,274

 

 

 

As of December 31, 2016

 

 

 

Gross

 

Accumulated
Amortization

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

Developed technology

 

$

9,400

 

$

(1,140

)

$

8,260

 

Customer relationships

 

400

 

(148

)

252

 

Trade name

 

60

 

(56

)

4

 

Patent

 

1,512

 

(55

)

1,457

 

Total amortizable intangible assets

 

11,372

 

(1,399

)

9,973

 

Non-amortizable intangible assets:

 

 

 

 

 

 

 

Domain names

 

32

 

 

32

 

Trademarks

 

263

 

 

263

 

Total

 

$

11,667

 

$

(1,399

)

$

10,268

 

following:

As of June 30, 2023
CostAccumulated AmortizationNet
Amortizable intangible assets:(In thousands)
Developed technology$782,519 $(385,161)$397,358 
Customer relationships523,664 (234,647)289,017 
Supplier relationships49,756 (21,776)27,980 
Trade names25,968 (21,060)4,908 
Order backlog10,000 (10,000)— 
Patent3,969 (803)3,166 
Total amortizable intangible assets1,395,876 (673,447)722,429 
Non-amortizable intangible assets:
Telecommunication licenses4,920 — 4,920 
Trademarks and other295 — 295 
Total$1,401,091 $(673,447)$727,644 
As of December 31, 2022
CostAccumulated AmortizationNet
Amortizable intangible assets:(In thousands)
Developed technology$795,753 $(335,893)$459,860 
Customer relationships538,466 (204,241)334,225 
Supplier relationships56,922 (19,846)37,076 
Trade names30,342 (20,106)10,236 
Order backlog10,000 (10,000)— 
Patent4,028 (705)3,323 
Total amortizable intangible assets1,435,511 (590,791)844,720 
Non-amortizable intangible assets:
Telecommunication licenses4,920 — 4,920 
Trademarks and other295 — 295 
Total$1,440,726 $(590,791)$849,935 
Amortization expense was $1.5$50.2 million and $4.2$52.2 million for the three and nine months ended SeptemberJune 30, 2017,2023 and 2022, respectively, and $0.1$101.1 million and $0.4$103.7 million for the three and ninesix months ended SeptemberJune 30, 2016,2023 and 2022, respectively.

Total estimated future amortization expense wasis as follows (in thousands):

 

 

As of
September 30,
2017

 

2017 (remaining 3 months)

 

$

2,659

 

2018

 

5,483

 

2019

 

5,081

 

2020

 

2,651

 

2021

 

1,518

 

Thereafter

 

3,587

 

Total

 

$

20,979

 

7.follows:

As of June 30, 2023
Year Ended December 31,(In thousands)
2023$97,845 
2024191,486 
2025187,912 
2026117,416 
202769,871 
Thereafter57,899 
Total$722,429 
18

11. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):following:
As of June 30, 2023As of December 31, 2022
(In thousands)
Accrued payroll and related$83,028 $79,703 
Accrued bonus and commission15,476 35,449 
Accrued cost of revenue155,744 161,455 
Sales and other taxes payable78,533 92,319 
Finance lease liability9,541 11,871 
Restructuring liability17,714 1,066 
Employee sabbatical benefit accrual(1)
12,558 30,683 
Accrued other expense76,111 77,675 
Total accrued expenses and other current liabilities$448,705 $490,221 

 

 

As of
September 30,

 

As of
December 31,

 

 

 

2017

 

2016

 

Accrued payroll and related

 

$

5,408

 

$

3,133

 

Accrued bonus and commission

 

3,204

 

2,251

 

Accrued cost of revenue

 

11,553

 

8,741

 

Sales and other taxes payable

 

19,394

 

28,795

 

ESPP contributions

 

3,574

 

4,364

 

Deferred rent

 

668

 

1,250

 

Accrued other expense

 

11,482

 

10,774

 

Total accrued expenses and other current liabilities

 

$

55,283

 

$

59,308

 

(1) In February 2023, the Company announced that it will sunset its employee sabbatical program as of December 31, 2023. The accrued liability as of June 30, 2023, represents the accumulated benefit balance for the employees who remain eligible under this program through its termination date.
12. Long-Term Debt
Long-term liabilitiesdebt, net, consisted of the following (in thousands):

 

 

As of
September 30,

 

As of
December 31,

 

 

 

2017

 

2016

 

Deferred rent

 

$

9,335

 

$

9,387

 

Deferred tax liability

 

2,780

 

 

Accrued other expense

 

434

 

156

 

Total other long-term liabilities

 

$

12,549

 

$

9,543

 

8. Supplemental Balance Sheet Information

A roll-forwardfollowing:

As of June 30, 2023As of December 31, 2022
(In thousands)
2029 Senior Notes
Principal$500,000 $500,000 
Unamortized discount(4,641)(5,001)
Unamortized issuance costs(1,044)(1,126)
Net carrying amount494,315 493,873 
2031 Senior Notes
Principal500,000 500,000 
Unamortized discount(5,024)(5,299)
Unamortized issuance costs(1,131)(1,192)
Net carrying amount493,845 493,509 
Total long-term debt, net$988,160 $987,382 
As of June 30, 2023, the Company’s reserves is as follows (in thousands):

(a)Allowance for doubtful accounts (in thousands):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Balance, beginning of period

 

$

923

 

$

795

 

$

1,076

 

$

486

 

Additions

 

125

 

170

 

407

 

1,017

 

Write-offs

 

 

(16

)

(435

)

(554

)

Balance, end of period

 

$

1,048

 

$

949

 

$

1,048

 

$

949

 

Company was in compliance with all of its covenants under the related indentures.
19

Tabl

(b)  Sales credit reserve (in thousands):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Balance, beginning of period

 

$

734

 

$

652

 

$

544

 

$

714

 

Additions

 

104

 

169

 

1,076

 

1,012

 

Deductions against reserve

 

(238

)

(337

)

(1,020

)

(1,242

)

Balance, end of period

 

$

600

 

$

484

 

$

600

 

$

484

 

9.e of Contents

13. Revenue by Geographic Area

Revenue by geographic area is based on the IP address or the mailing address at the time of registration. The following table sets forth revenue by geographic area (dollars in thousands):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenue by geographic area:

 

 

 

 

 

 

 

 

 

United States

 

$

76,713

 

$

60,535

 

$

221,914

 

$

165,528

 

International

 

23,829

 

10,998

 

61,870

 

29,855

 

Total

 

$

100,542

 

$

71,533

 

$

283,784

 

$

195,383

 

Percentage of revenue by geographic  area:

 

 

 

 

 

 

 

 

 

United States

 

76

%

85

%

78

%

85

%

International

 

24

%

15

%

22

%

15

%

10.area:

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Revenue by geographic area:(In thousands)
United States$692,646 $616,306 $1,354,736 $1,186,687 
International345,115 327,048 689,589 632,030 
Total$1,037,761 $943,354 $2,044,325 $1,818,717 
Percentage of revenue by geographic area:
United States67 %65 %66 %65 %
International33 %35 %34 %35 %
Long-lived assets outside of the United States were $45.0 million and $54.5 million as of June 30, 2023, and December 31, 2022, respectively.
14. Commitments and Contingencies


(a)Lease and Other Commitments

The Company has entered into various non-cancelable operating lease agreements for its facilities over the next seven years. Certain operating leases contain provisions under which monthly rent escalates over time. When lease agreements contain escalating rent clauses or free rent periods, the Company recognizes rent expense on a straight-line basis over the term of the lease.

Rent expense was $2.1 million and $6.1 million forfacilities. In the three and ninesix months ended SeptemberJune 30, 2017, respectively,2023, the Company did not enter into any significant new lease agreements.

The Company has non-cancelable contractual commitments with its cloud infrastructure provider, network service providers and $2.1 million and $5.1 million forother vendors. In the three and ninesix months ended SeptemberJune 30, 2016,2023, the Company entered into several such agreements with terms up to four years for a total purchase commitment of $19.3 million and $66.9 million, respectively.

Future minimum lease payments under non-cancelable operating leases were as follows (in thousands):

Year Ending December 31:

 

As of September 30,
2017

 

2017 (remaining three months)

 

$

1,958

 

2018

 

7,326

 

2019

 

7,375

 

2020

 

7,068

 

2021

 

7,033

 

Thereafter

 

16,052

 

Total minimum lease payments

 

$

46,812

 

(b)Legal Matters


The City and County of San Francisco (“San Francisco”) has assessed the Company for additional Telephone Users Tax (“TUT”) and Access Line Tax on certain of the Company’s services for the years 2009 through 2018. The assessments totaled $38.8 million, including interest and penalties. The Company paid the assessments under protest in the third quarter of 2020.

On April 30, 2015, Telesign Corporation, or Telesign,May 27, 2021, the Company filed a lawsuit against San Francisco in San Francisco Superior Court challenging the assessments. The Company inraised numerous defenses to the United States District Court, Central Districtassessments including that its services are not telecommunications services, application of California (“Telesign I”). Telesign alleges that the Company is infringing three U.S. patents that it holds: U.S. Patent No. 8,462,920 (“‘920”), U.S. Patent No. 8,687,038 (“‘038”) and U.S. Patent No. 7,945,034 (“‘034”). The patent infringement allegations in the lawsuit relatetaxes to the Company’s Programmable Authentication products, its two-factor authentication use caseservices violates the Internet Tax Freedom Act and an API toolSan Francisco does not have jurisdiction to find information about a phone number.impose tax on services provided outside of San Francisco. The Company has petitioned the U.S. Patent and Trademark Office (“U.S. PTO”) for inter partes reviewis seeking refunds of the patents at issue. On July 8, 2016,taxes paid, waivers of interest and penalties, cost of suit and reasonable attorneys’ fees, and other legal and equitable relief as the U.S. PTO deniedcourt deems appropriate. The previously set trial date remains vacated, and the Company’s petition for inter partes reviewparties expect to file an update with the Court on the status of the ‘920 and ‘038 patents. After the U.S. PTO held its hearing on the ‘034 patent inter partes review, on June 26, 2017, it upheld the patentability of the ‘034 patent, adopting Telesign’s narrow construction of its patent.

On March 28, 2016, Telesign filed a second lawsuit against the Companycase in the United States District Court, Central District of California (“Telesign II”), alleging infringement of U.S. Patent No. 9,300,792 (“‘792”) held by Telesign. The ‘792 patent is in the same patent family as the ‘920 and ‘038 patents asserted in Telesign I. On March 8, 2017, in response to a petition by the Company,  the U.S. PTO issued an order instituting the inter partes review for the ‘792 patent. A final written decision is expected by March 2018.  On March 15, 2017, Twilio filed a motion to consolidate and stay related cases pending the conclusion of the now instituted ‘792 patent inter partes review. On May 16, 2017, the court issued an order to consolidate the Telesign I and Telesign II matters and stay the consolidated case until the completion of the inter partes review of the ‘792 patent. With respect to each of the patents asserted in Telesign I and Telesign II, the complaints seek, among other things, to enjoin the Company from allegedly infringing the patents, along with damages for lost profits.

On December 1, 2016, the Company filed a patent infringement lawsuit against Telesign in the United States District Court, Northern District of California, alleging indirect infringement of United States Patent No. 8,306,021, United States Patent No. 8,837,465, United States Patent No. 8,755,376, United States Patent No. 8,736,051, United States Patent No. 8,737,962, United States Patent No. 9,270,833, and United States Patent No. 9,226,217. Telesign filed a motion to dismiss the complaint on January 25, 2017.  In two orders, issued on March 31, 2017 and April 17, 2017, the Court granted Telesign’s motion to dismiss with respect to the ‘962, ‘833, ‘051 and ‘217 patents, but denied Telesign’s motion to dismiss as to the ‘021, ‘465 and ‘376 patents. This litigation is currently ongoing.

On February 18, 2016, a putative class action complaint was filed in the Alameda County Superior Court in California, entitled Angela Flowers v. Twilio Inc. The complaint alleges that the Company’s products permit the interception, recording and disclosure of communications at a customer’s request and are in violation of the California Invasion of Privacy Act. The complaint seeks injunctive relief as well as monetary damages. On May 27, 2016, the Company filed a demurrer to the complaint. On August 2, 2016, the court issued an order denying the demurrer in part and granted it in part, with leave to amend by August 18, 2016 to address any claims under California’s Unfair Competition Law. The plaintiff opted not to amend the complaint. Discovery has already begun,  and a hearing on the class certification motion is set for December 2017.

October 2023.

The Company intends to vigorously defend these lawsuits and believes it has meritorious defensesstrong arguments against the assessments, but litigation is uncertain and there is no assurance that it will prevail in court. Should the Company lose on one or more of its arguments, it could incur additional losses associated with taxes, interest, and penalties that together, in aggregate, could be material. The Company regularly assesses the likelihood of adverse outcomes resulting from tax disputes such as this and examines all open years to each matterdetermine the necessity and adequacy of any tax reserves. The Company’s tax reserves are further discussed in which it is a defendant. It is too early inNote 14(d) of these matters to reasonably predict the probabilitycondensed consolidated financial statements.
20

Table of the outcomes or to estimate ranges of possible losses.

Contents

In addition to the litigation matters discussed above, from time to time, the Company is a partymay be subject to legal actionactions and subject to claims that arise in the ordinary course of business. The Company has received, and may in the future continue to receive, claims are investigated as they arise and loss estimates are accrued, when probable and reasonably estimable. While it is not feasiblefrom third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to predict or determine the ultimate outcome of these matters,defend the Company, believes that theseits partners and its customers by determining the scope, enforceability and validity of third‑party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Legal fees and other costs related to litigation and other legal proceedings will not have a material adverse effect on its financial position or resultsare expensed as incurred and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

(c)Indemnification Agreements

The Company has signed indemnification agreements with all of its board members and executive officers. The agreements indemnify the board members and executive officers from claims and expenses on actions brought against the individuals separately or jointly with the Company for certain indemnifiable events. Indemnifiable Eventsevents generally mean any event or occurrence related to the fact that the board member or the executive officer was or is acting in his or her capacity as a board member or an executive officer for the Company or was or is acting or representing the interests of the Company.

In the ordinary course of business and in connection with its financing and business combinations transactions, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to business partners, customers and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties and other liabilities relating to or arising from the Company’s various products, or its acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. The terms of such obligations may vary.

As of SeptemberJune 30, 20172023, and December 31, 2016,2022, no amounts were accrued.

accrued related to any outstanding indemnification agreements.

(d)Other taxes

Taxes

The Company conducts operations in manymultiple tax jurisdictions throughoutwithin and outside of the United States. In many of these jurisdictions, non-income-based taxes, such as sales, use, telecommunications and use and telecommunicationsother local taxes are assessed on the Company’s operations. Prior to March 2017, theThe Company had not billed nor collected these taxes fromcarries reserves for certain of its customers and,non-income-based tax exposures in accordance with U.S. GAAP, recorded a provision for its tax exposure in thesecertain jurisdictions when it is both probable that a liability has beenwas incurred and the amount of the exposure cancould be reasonably estimated. Effective March 2017, the Company began collecting these taxes from customers in certain jurisdictions and intends to collect in other jurisdictions in the near term. As a result, the Company recorded a liability of $29.0 million and $28.8 million as of March 31, 2017 and December 31, 2016, respectively. These reserves are based on estimates which include several key assumptions including, but not limited to, the taxability of the Company’s services, the jurisdictions in which its management believes it hashad nexus and the sourcing of revenues to those jurisdictions. Simultaneously, the
The Company was and continues to beremain in discussions with certain statesjurisdictions regarding its prior state sales and other taxes if any, that the Companyit may owe.

During the three months ended June 30, 2017, the Company revised its estimates of its tax exposure based on settlements reached with various states indicating that certain revisions to the key assumptions including, but not limited to, the sourcing of revenue and the taxability of the Company’s services were appropriate in the current period. In the nine months ended September 30, 2017, total impact of these changes on the net loss attributable to common stockholders was a reduction of $13.1 million, or $0.14 per share. As of September 30, 2017, the total liability related to these taxes was $19.4 million.

In the event otherany of these jurisdictions challengedisagree with management’s assumptions and analysis, the actualassessment of the Company’s tax exposure could differ materially from themanagement’s current estimates.

11. Stockholders’ Equity

(a)Preferred Stock

For example, as described in Note 14(b), the Company is currently involved in legal proceedings with the City and County of San Francisco challenging their assessment of the Company’s estimated tax liability for a specific period. The $38.8 million assessment of taxes, including interest and penalties, that the Company paid as required in 2020, net of the $11.5 million reserve the Company had accrued for the same period, was recorded as a deposit in other assets in the accompanying condensed consolidated balance sheets.

As of SeptemberJune 30, 2017,2023, the liabilities recorded for the non-income-based taxes were $31.8 million for domestic jurisdictions and $20.5 million for jurisdictions outside of the United States. As of December 31, 2022, these liabilities were $29.1 million and $20.6 million, respectively.
15. Stockholders' Equity
Preferred Stock
As of June 30, 2023, and December 31, 2022, the Company had authorized 100,000,000 shares of preferred stock, par value $0.001, of which no shares were issued and outstanding.

(b)

21

Common Stock

As of SeptemberJune 30, 20172023, the Company had authorized 1,000,000,000 shares of Class A common stock and 3,170,181 shares of Class B common stock, each with a par value of $0.001 per share. As of December 31, 2016,2022, the Company had authorized 1,000,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock, each with a par value of $0.001 per share. As of SeptemberJune 30, 2017, 68,671,2072023, 181,174,616 shares of Class A common stock and 24,248,777no shares of Class B common stock were issued and outstanding. As of December 31, 2016, 49,996,4102022, 176,358,104 shares of Class A common stock and 37,252,1389,617,605 shares of Class B common stock were issued and outstanding.

On June 28, 2023, each outstanding share of the Company’s Class B common stock automatically converted (the “Conversion”) into one share of the Company’s Class A common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation. In addition, upon the Conversion, outstanding stock options that were exercisable for shares of Class B common stock prior to the Conversion became exercisable for shares of Class A common stock. The Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware effecting the retirement of all of the shares of its Class B common stock that were issued but not outstanding following the Conversion.
The Company had reserved shares of common stock for issuance as follows:

 

 

As of
September 30,

 

As of
December 31,

 

 

 

2017

 

2016

 

Stock options issued and outstanding

 

11,380,189

 

14,649,276

 

Nonvested restricted stock units issued and outstanding

 

4,384,898

 

2,034,217

 

Class A common stock reserved for Twilio.org

 

680,397

 

680,397

 

Stock-based awards available for grant under 2016 Plan

 

11,601,980

 

10,143,743

 

Class A common stock reserved for issuance under 2016 ESPP

 

224,126

 

597,038

 

Total

 

28,271,590

 

28,104,671

 

12. Stock-Based Compensation

2008 Stock Option Plan

As of June 30, 2023As of December 31, 2022
Stock options issued and outstanding1,907,102 2,277,379 
Unvested restricted stock units issued and outstanding22,092,462 15,414,997 
Shares of Class A common stock reserved for Twilio.org486,245 530,449 
Stock-based awards available for grant under 2016 Plan20,268,133 19,851,399 
Shares of Class A common stock reserved for issuance pursuant to ESPP8,868,572 7,648,429 
Total53,622,514 45,722,653 
__

Share Repurchase Program

In February 2023, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may repurchase up to $1.0 billion in aggregate value of its outstanding Class A common stock. Repurchases under this program can be made through open market, private transactions or other means, in compliance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans. The Company granted optionshas discretion in determining the conditions under which shares may be repurchased from time to time. The program expires on December 31, 2024.

In the three and six months ended June 30, 2023, the Company repurchased 6.4 million and 8.3 million shares of its 2008 Stock Option Plan (the “2008 Plan”), as amendedClass A common stock, respectively, for an aggregate purchase price of $370.0 million and restated, until$495.0 million, respectively. As of June 22, 2016, when30, 2023, approximately $505.0 million of the plan was terminated in connection with the Company’s IPO. Accordingly, no shares areoriginally authorized amount remained available for future issuance under the 2008 Plan.  The 2008 Plan continues to govern outstanding equity awards granted thereunder.

2016 Stock Option Plan

repurchases.

16. Stock-Based Compensation
The Company’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) became effective on June 21, 2016. The 2016 Plan provides for the grant of ISOs, NSOs,granting stock options, restricted stock RSUs,units, restricted stock awards, stock appreciation rights, unrestricted stock awards, performance share awards, dividend equivalent rights and cash-based awards to its employees, directors and consultants of the Company. A total of 11,500,000 sharesconsultants. Certain of the Company’s Class A common stockoutstanding equity awards were initially reserved for issuancegranted under equity incentive plans that are no longer active but continue to govern the 2016 Plan. These available shares automatically increase each January 1, beginning on January 1, 2017, by 5% of the number of shares ofoutstanding equity awards granted thereunder.
In addition, pursuant to the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. On January 1, 2017, the shares available for grant under the 2016 Plan were automatically increased by 4,362,427 shares.

Under the 2016 Plan, the stock options are granted at a price per share not less than 100% of the fair market value per share of the underlying common stock on the date of grant. Under both plans, stock options generally expire 10 years from the date of grant and vest over periods determined by the board of directors. The vesting period for new-hire options and restricted stock units is generally a four-year term from the date of grant, at a rate of 25% after one year, then monthly or quarterly, respectively, on a straight-line basis thereafter. In July 2017, the Company began granting restricted stock units to existing employees that vest in equal quarterly installments over a four year service period.

2016 Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“2016 ESPP”) became effective on June 21, 2016. A total of 2,400,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2016 ESPP. These available shares automatically increase each January 1, beginning on January 1, 2017, by the lesser of 1,800,000 shares of the common stock, 1% of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee. On January 1, 2017, the shares available for grant under the 2016 Plan were automatically increased by 872,485 shares.

The 2016 ESPP allows, eligible employees tomay purchase shares of the Company’s Class A common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. Except for the initial offering period, the 2016compensation. The ESPP provides for separate six-month offering periods beginning in May and November of each fiscal year, starting in May 2017.

On each purchase date, eligible employees will purchase the Company’s stock at a price per share equal to 85%year.

22

Table of the lesserContents
As of (i) the fair market value of the Company’s Class A common stock on the offering date or (ii) the fair market value of the Company’s Class A common stock on the purchase date.

In the three months ended June 30, 2017, 580,705 shares of the Company’s Class A common stock were purchased under the 2016 ESPP and 224,126 shares are expected to be purchased in the fourth quarter of 2017.

As of September 30, 2017, total unrecognized compensation cost related to the 2016 ESPP was $0.3 million, which will be amortized over a weighted-average period of 0.13 years.

Stock option activity under the 2008 Plan and the 2016 Plan during the nine months ended September 30, 2017 was as follows:

Stock Options

 

 

Number of
options
outstanding

 

Weighted-
average
exercise
price
(per
share)

 

Weighted-
average
remaining
contractual
term
(in years)

 

Aggregate
intrinsic
value
(in
thousands)

 

Outstanding options as of December 31, 2016

 

14,649,276

 

$

6.14

 

7.52

 

$

332,716

 

Granted

 

1,443,335

 

31.06

 

 

 

 

 

Exercised

 

(4,615,225

)

4.88

 

 

 

 

 

Forfeited and cancelled

 

(652,197

)

7.93

 

 

 

 

 

Outstanding options as of September 30, 2017

 

10,825,189

 

$

9.89

 

7.37

 

$

218,574

 

Options vested and exercisable as of September 30, 2017

 

5,166,349

 

$

5.30

 

6.54

 

$

126,828

 

Aggregate intrinsic value represents the difference between the fair value of the Company’s common stock and the exercise price of outstanding “in-the-money” options. Prior to the IPO, the fair value of the Company’s common stock was estimated by the Company’s board of directors. After the IPO, the fair value of the Company’s common stock is the Company’s Class A common stock price as reported on the New York Stock Exchange. The aggregate intrinsic value of stock options exercised was $18.6 million and $119.3 million for the three and nine months ended September 30, 2017, respectively, and $4.4 million and $15.7 million for the three and nine months ended September 30, 2016, respectively.

The total estimated grant date fair value of options vested was $3.0 million and $12.2 million for the three and nine months ended September 30, 2017, respectively, and $4.9 million and $11.4 million for the three and nine months ended September 30, 2016, respectively. No options were granted in the three months ended September 30, 2017 and 2016. The weighted-average grant-date fair value of options granted in the nine months ended September 30, 2017 and 2016 was $13.48 and $5.52, respectively.

On February 28, 2017, the Company granted a total of 555,000 shares of performance-based stock options in three distinct awards to an employee with grant date fair values of $13.48, $10.26 and $8.41 per share for a total grant value of $5.9 million.  The first half of each award vests upon satisfaction of a performance condition and the remainder vests thereafter in equal monthly installments over a 24-month period.  The achievement window expires after 4.3 years from the date of grant and the stock options expire seven years after the date of grant.  The stock options are amortized over a derived service period of three years, 4.25 years and 4.75 years, respectively.  The stock options value and the derived service period were estimated using the Monte-Carlo simulation model. The following table summarizes the details of the performance options:

 

 

Number of
options
outstanding

 

Weighted-
average
exercise
price
(per
share)

 

Weighted-
average
remaining
contractual
term
(in years)

 

Aggregate
intrinsic
value
(in
thousands)

 

Outstanding options as of December 31, 2016

 

 

$

 

 

$

 

Granted

 

555,000

 

31.72

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

Forfeited and cancelled

 

 

 

 

 

 

 

Outstanding options as of September 30, 2017

 

555,000

 

$

31.72

 

6.41

 

$

 

Options vested and exercisable as of September 30, 2017

 

 

$

 

 

$

 

As of September 30, 2017,2023, total unrecognized compensation cost related to all non-vested stock optionsoutstanding equity awards was $38.6 million, which will be amortized over a weighted-average period of 2.2 years.

Restricted Stock Units

 

 

Number of
awards
outstanding

 

Weighted-
average
grant date
fair value
(per
share)

 

Aggregate
intrinsic
value
(in
thousands)

 

Nonvested RSUs as of December 31, 2016

 

2,034,217

 

$

32.66

 

$

58,687

 

Granted

 

3,093,326

 

 

 

 

 

Vested

 

(492,757

)

 

 

 

 

Forfeited and cancelled

 

(249,888

)

 

 

 

 

Nonvested RSUs as of September 30, 2017

 

4,384,898

 

$

30.86

 

$

130,818

 

As of September 30, 2017, total unrecognized compensation cost related to nonvested RSUs was $121.1 million, which will be amortized over a weighted-average period of 3.26 years.

Equity Awards Granted to Nonemployees

In September 2016, the Company granted 30,255 restricted stock units to a nonemployee. The award is vested upon the satisfaction of a service condition over two years starting in August 2015. The stock-based compensation expense recorded for this award during the three and nine months ended September 30, 2017 was $0.1 million and $0.3 million, respectively.

As of September 30, 2017, there were no nonemployee awards outstanding.

Early Exercises of Nonvested Options

As of September 30, 2017 and December 31, 2016, the Company recorded a liability of $0.1 million and $0.3 million for 16,033 and 49,580 unvested shares, respectively, that were early exercised by employees and were subject to repurchase at the respective period end. These amounts are reflected in current and non-current liabilities on the Company’s consolidated balance sheets.

Valuation Assumptions

The fair value of employee stock options under our equity incentive plans and purchase rights under the ESPP was estimated on the date of grant using the following assumptions in the Black-Scholes option pricing model:

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Employee Stock Options:

 

 

 

 

 

 

 

 

 

Fair value of common stock

 

*

 

*

 

$24.77 -$31.96

 

$10.09-$15.00

 

Expected term (in years)

 

*

 

*

 

6.08

 

6.08

 

Expected volatility

 

*

 

*

 

46.1%-47.6%

 

51.4%-53.0%

 

Risk-free interest rate

 

*

 

*

 

1.9%-2.1%

 

1.3%-1.5%

 

Dividend rate

 

*

 

*

 

0%

 

0%

 

as follows:

As of June 30, 2023
Unrecognized Compensation CostWeighted-average remaining period
(In thousands)(In years)
Unvested stock options$24,471 1.7
Unvested restricted stock units and awards1,901,440 3.1
ESPP4,181 0.4
Shares of Class A common stock in escrow subject to future vesting1,469 1
Total$1,931,561 

*No stock options were granted in the period.

Employee Stock Purchase Plan:

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

0.5

 

0.9

 

0.5

 

0.9

 

Expected volatility

 

33.2

%

52

%

33.2

%

52

%

Risk-free interest rate

 

1.1

%

0.6

%

1.1

%

0.6

%

Dividend rate

 

0

%

0

%

0

%

0

%

The following assumptions were used in the Monte Carlo simulation model to estimate the fair value and the derived service period of the performance options:

Asset volatility

 

40

%

Equity volatility

 

45

%

Discount rate

 

14

%

Stock price at grant date

 

$

31.72

 

Stock-Based Compensation Expense

The Company recorded total stock-based compensation expense as follows (in thousands):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Cost of revenue

 

$

180

 

$

84

 

$

460

 

$

135

 

Research and development

 

6,493

 

3,741

 

16,687

 

7,636

 

Sales and marketing

 

2,603

 

1,432

 

6,961

 

3,282

 

General and administrative

 

4,912

 

2,391

 

11,865

 

4,596

 

Total

 

$

14,188

 

$

7,648

 

$

35,973

 

$

15,649

 

13.follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
(In thousands)
Cost of revenue$6,334 $3,996 $11,624 $8,517 
Research and development74,576 109,524 152,669 188,893 
Sales and marketing42,869 78,492 90,998 126,078 
General and administrative29,019 50,078 57,973 73,877 
Restructuring costs296 — 10,629 — 
Total$153,094 $242,090 $323,893 $397,365 
17. Net Loss perPer Share Attributable to Common Stockholders

Basic and diluted net loss per common share is presented in conformity with the two-class method required for participating securities.

Class A and Class B common stock are the only outstanding equity in the Company. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions.

Basic net loss per share attributable to common stockholders is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented (in thousands, except share and per share data):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net loss attributable to common stockholders

 

$

(23,453

)

$

(11,254

)

$

(44,789

)

$

(28,716

)

Weighted-average shares used to compute basic and diluted net loss per share attributable to common stockholders

 

92,156,768

 

83,887,901

 

90,543,087

 

42,030,989

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.25

)

$

(0.13

)

$

(0.49

)

$

(0.68

)

presented:

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Net loss attributable to common stockholders (in thousands)$(166,187)$(322,769)$(508,326)$(544,396)
Weighted-average shares used to compute net loss per share attributable to
     common stockholders, basic and diluted
183,490,982 182,347,864 184,926,875 181,624,316 
Net loss per share attributable to common stockholders, basic and diluted$(0.91)$(1.77)$(2.75)$(3.00)
The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive:

 

 

As of September 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Issued and outstanding options

 

11,380,189

 

16,476,973

 

Nonvested RSUs issued and outstanding

 

4,384,898

 

1,639,378

 

Common stock reserved for Twilio.org

 

680,397

 

780,397

 

Shares committed under 2016 ESPP

 

224,126

 

604,865

 

Unvested shares subject to repurchase

 

16,033

 

74,451

 

Total

 

16,685,643

 

19,576,064

 

14. Transactions with Investors

In 2015, two

As of June 30,
20232022
Stock options issued and outstanding1,907,102 2,654,461 
Unvested restricted stock units issued and outstanding22,092,462 14,496,487 
Shares of Class A common stock reserved for Twilio.org486,245 574,653 
Shares of Class A common stock committed under ESPP396,717 226,082 
Shares of Class A common stock in escrow31,503 31,503 
Shares of Class A common stock in escrow and restricted stock awards subject to future vesting15,936 76,080 
Total24,929,965 18,059,266 
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18. Income Taxes
The Company computes its provision for income taxes for interim periods using an estimated annual effective tax rate based on anticipated annual pretax income or loss. The estimated annual effective tax rate is applied to the Company’s vendors participatedyear to date income or loss, and is adjusted for discrete items recorded in the Company’s Series E convertible preferred stock financing and owned approximately 1.9% and 1.0%, respectively, ofperiod. The primary difference between the Company’s outstanding common stock as of September 30, 2017,effective tax rate and 2.0% and 1.0%, respectively, of the Company’s outstanding common stock as of December 31, 2016. The amount of software servicesfederal statutory rate is the full valuation allowance the Company purchased from the first vendor was $5.3has established on its federal, state and certain foreign net operating losses and credits. The Company recorded an income tax provision of $0.7 million and $14.7$11.2 million for the three and ninesix months ended SeptemberJune 30, 2017,2023, respectively, and $3.7an income tax provision of $2.6 million and $10.3 million during the three and nine months ended September 30, 2016, respectively. The net amount due to this vendor asan income tax benefit of September 30, 2017 was $1.9 million.  The amounts due to or from this vendor as of December 31, 2016 were insignificant.

The amount of services the Company purchased from the second vendor was $0.2 million and $0.6 million for the three and nine months ended September 30, 2017, respectively, and $0.1 million and $0.3 million for the three and ninesix months ended SeptemberJune 30, 2016,2022, respectively.

The net amounts due from this vendor as of September 30, 2017 and December 31, 2016 were insignificant.

15. Employee Benefit Plan

The Company sponsors a 401(k) defined contribution plan covering all employees. The employer contribution to the plan was $0.3 million and $1.6 millionprovision for income taxes recorded in the three and ninesix months ended SeptemberJune 30, 2017, respectively,2023, consists primarily of income taxes and $0.2 million and $0.9 millionwithholding taxes, partially offset by an income tax benefit from the release of tax liabilities related to uncertain tax positions for which the statute of limitation had lapsed. The provision for income taxes recorded in the three and nine months ended SeptemberJune 30, 2016, respectively

* * * * * *

2022 and the benefit for income taxes recorded in the six months ended June 30, 2022, consists primarily of income taxes and withholding taxes in foreign jurisdictions in which the Company conducts business, partially offset by an income tax benefit from the reversal of U.S. deferred tax liabilities related to the acquired intangibles from business combinations.
The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. Because the Company has net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years.

19.Related Party Transactions
In May 2022, the Company and Syniverse Corporation (“Syniverse”), an equity method investee, entered into a wholesale agreement, pursuant to which Syniverse would process, route and deliver application-to-person messages originating and/or terminating between the Company’s customers and mobile network operators. For the three and six months ended June 30, 2023, the value of the transactions that occurred between the Company and Syniverse were $37.3 million and $70.3 million, respectively. The value of the transactions that occurred between the Company and Syniverse were $22.0 million for the period from the investment closing date in May 2022 through June 30, 2022. These transactions were recorded as cost of revenue in the accompanying condensed consolidated statement of operations.
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
the impact of macroeconomic uncertainties and significant market volatility in the global economy on our customers, partners, employees and business;
our future financial performance, including expectations regarding our revenue, cost of revenue, gross margin and operating expenses, our ability to generate positive cash flow and ability to achieve and sustain profitability on GAAP and non-GAAP bases, and the assumptions underlying such expectations;
the benefits and efficiencies we expect to derive from recent workforce reductions and other cost-saving initiatives, including reducing our global office footprint and stock-based compensation expense;
our business unit reorganization, including its expected costs and benefits, related accounting determinations and the shift in our segment reporting structure, and changes to our leadership structure;
our expectations regarding our Data & Applications business, including new product releases, increased investment and go-to-market focus to capture market share, and increased revenue growth;
our expectations regarding our Communications business, including anticipated efficiencies and strategy for streamlining the customer experience, including increased focus on self-service capabilities;
our ability to retain and increase revenue from existing customers and attract new customers, including enterprises and international organizations;
our ability to maintain reliable service levels for our customers;
our anticipated investments in sales and marketing, research and development and additional systems and processes to support our growth;
our ability to compete effectively in an intensely competitive market, including our ability to set optimal prices for our products and adapt and respond effectively to rising costs, rapidly changing technology and evolving customer needs, requirements, and preferences;
potential harm caused by compromises in security, data and infrastructure, including cybersecurity protections;
our ability to comply with modified or new industry standards, laws and regulations applying to our business;
our ability to make progress on our environmental, social and governance (“ESG”) programs, goals and commitments;
our ability to manage changes in network service provider fees that we pay in connection with the delivery of communications on our platform;
investments and costs required to prevent, detect and remediate potential cybersecurity threats, incidents and breaches of ours or our customers’ systems or information;
our ability to optimize our network service provider coverage and connectivity;
our ability to work closely with email inbox service providers to maintain deliverability rates;
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the impact and expected results from changes in our relationships with our larger customers;
our ability to form and expand partnerships with technology partners and consulting partners;
anticipated technology trends, such as the use of and demand for cloud communications and customer engagement tools;
our ability to leverage generative artificial intelligence (“AI”) and machine learning (“ML”) and develop and deliver products that incorporate generative AI and ML;
our ability to successfully enter into new markets and manage our international expansion;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our expectations regarding our share repurchase program;
our ability to maintain, protect and enhance our intellectual property;
our ability to successfully defend litigation brought against us;
our ability to service the interest on our 3.625% senior notes due 2029 (“2029 Notes”) and on our 3.875% notes due 2031 (“2031 Notes,” and together with the 2029 Notes, the “Notes”), and repay such Notes;
our customers’ and other platform users’ violation of our policies or other misuse of our platform; and
our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, divestitures or investments, and our expectations regarding the impact of the recent divestitures of our Internet of Things and ValueFirst businesses.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described below in Part II, Item 1A, “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

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PART I - FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In addition to historical financial information, the following discussion contains forward-looking statements that isare based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.
Overview
We enable businesses of all sizes and across numerous industries to revolutionize how they engage their customers. Our fiscal year ends on December 31.

Overview

Weleading customer engagement platform is comprised of a suite of flexible software and communications solutions that allow businesses to deliver seamless, trusted and engaging customer experiences at scale. In order to deliver the personalized experiences through digital communication channels that their customers have come to expect, businesses seek a comprehensive view of their customers across multiple digital touchpoints that reveals what their needs are and which communications methods they prefer. Our platform, which combines our highly customizable communications Application Programming Interfaces (“APIs”) with leading customer data management capabilities, allows businesses to break down data silos and build a comprehensive view of customers to create the leader inexact solutions they need to engage their customers at every step of the Cloud Communications Platform category. Wecustomer journey through real-time, relevant, personalized communications over the customers’ preferred communication channels.

With our platform, businesses can personalize every transaction with real-time data, build lasting loyalty, reduce customer acquisition costs and increase customer lifetime value. Our customized software products are designed to address specific use cases, including our customer data platform, virtual contact centers, personalized yet scalable marketing campaigns and advanced account security systems. Our leading communications solutions, including our APIs, are highly customizable and enable developers to build, scale and operate real-time communications within their software applications via our simple-to-use Application Programming Interfaces, or APIs. The power, flexibility, and reliability offered by our software building blocks empowers companiesembed numerous forms of virtually every shape and size to build world-class engagement into their customer experience.

Our platform consists of three layers: our Engagement Cloud, Programmable Communications Cloud and Super Network. Our Engagement Cloud software is a set of APIs that handles the higher-level communication logic needed for nearly every type of customer engagement. These APIs are focused more on what a developer is looking to accomplish, rather than how to do it, thereby allowing our customers to more quickly and easily build better ways to engage with their customers. Our Programmable Communications Cloud software is a set of APIs that enables developers to embed voice, messaging and video capabilitiesemail interactions into their customer-facing applications. The Super NetworkOur platform is our software layer that allows our customers’ softwaredesigned to support all of the most important ways people communicate with connected devices globally. It interconnects with communications networks around the world and continually analyzes data to optimize the quality and cost of communications that flow through our platform. The Super Network also contains a set of API’s giving our customers access to more foundational components of our platform, like phone numbers.

As of September 30, 2017, our customers’ applications that are embedded with our products could reach users via voice, messaging and video in nearly every country in the world,technology and our platform offered customers telephone numbers in over 100 countries and text-to-speech functionality in 26 languages. We support our global infrastructure is capable of supporting virtually any business through 27 cloud data centers in nine regions around the world and have developed contractual relationships with network service providers globally.

Our business model is primarily focused on reaching and serving the needs of software developers, who we believe are becoming increasingly influential in technology decisions in a wide variety of companies. We call this approach our Business Model for Innovators, which empowers developers by reducing friction and upfront costs, encouraging experimentation, and enabling developers to grow as customers as their ideas succeed. We established and maintain our leadership position by engaging directly with, and cultivating, our developer community, which has led to the rapid adoption of our platform. We reach developers through community events and conferences, including our SIGNAL developer conferences, to demonstrate how every developer can create differentiated applications incorporating communications using our products.

Once developers are introduced to our platform, we provide them with a low-friction trial experience. By accessing our easy-to-adopt APIs, extensive self-service documentation and customer support team, developers build our products into their applications and then test such applications through free trials. Once they have decided to use our products beyond the initial free trial period, customers provide their credit card information and only pay for the actual usage of our products. Historically, we have acquired the substantial majority of our customers through this self-service model. As customers expand their usage of our platform, our relationships with them often evolve to include business leaders within their organizations. Once our customers reach a certain spending level with us, we support them with account executives or customer success advocates within our sales organization to ensure their satisfaction and expand their usage of our products.

When potential customers do not have the available developer resources to build their own applications, we refer them to our network of Solution Partners, who embed our products in their solutions, such as software for contact centers, sales force automation and marketing automation that they sell to other businesses.

We are supplementing our self-service model with a sales effort aimed at engaging larger potential customers, strategic leads and existing customers through a direct sales approach. We have supplemented this sales effort with the Twilio Enterprise Plan, which provides capabilities for advanced security, access management and granular administration targeted at the needs of enterprise scale customers. Our sales organization works with technical and business leaders who are seeking to leverage software to drive competitive differentiation. As we educate these leaders on the benefits of developing applications that incorporate our products to differentiate their business, they often consult with their developers regarding implementation. We believe that developers are often advocates for our products as a result of our developer-focused approach. Our sales organization includes sales development, inside sales, field sales, sales engineering and customer success personnel.

We generate the substantial majority of our revenue from customers based on their usage of our software products that they have incorporated into their applications. scale.

In addition, customers typically purchase one or more telephone numbers from us, for which we charge a monthly flat fee per number. Some customers also choose to purchase various levels of premium customer support for a monthly fee. Customers that register in our self-service model typically pay up-front via credit card and draw down their balance as they purchase or use our products. Most of our customers draw down their balance in the same month they pay up front and, as a result, our deferred revenue at any particular time is not a meaningful indicator of future revenue. As our customers’ usage grows, some of our customers enter into contracts and are invoiced monthly in arrears. Many of these customer contracts have terms of 12 months and typically include some level of minimum revenue commitment. Most customers with minimum revenue commitment contracts generate a significant amount of revenue in excess of their minimum revenue commitment in any period. Historically, the aggregate minimum commitment revenue from customers with which we have contracts has constituted a minority of our revenue in any period, and we expect this to continue in the future.

Our developer-focused products are delivered to customers and users through our Super Network, which uses software to optimize communications on our platform. We interconnect with communications networks globally to deliver our products, and therefore we have arrangements with network service providers in many regions throughout the world. Historically, a substantial majority of our cost of revenue has been network service provider fees. We continue to optimize our network service provider coverage and connectivity through continuous improvements in routing and sourcing in order to lower the usage expenses we incur for network service provider fees. As we benefit from our platform optimization efforts, we sometimes pass these savings on to customers in the form of lower usage prices on our products in an effort to drive increased usage and expand the reach and scale of our platform. In the near term, we intend to operate our business to expand the reach and scale of our platform and to grow our revenue, rather than to maximize our gross margins.

We have achieved significant growth in recent periods. For the three months ended SeptemberJune 30, 20172023 and 2016,2022, our revenue was $100.5$1.0 billion and $943.4 million, respectively, and our net loss was $166.2 million and $71.5$322.8 million, respectively. In the three months ended SeptemberJune 30, 20172023 and 2016,2022, our 10 largest Active Customer Accounts generated an aggregate of 17%11% and 31%12% of our total revenue, respectively. For

Recent Developments
Business Unit Reorganization. In February 2023, we announced the reorganization (the “Reorganization”) of our business into two business units: Twilio Communications (“Communications”) and Twilio Data & Applications (“Data & Applications”). In connection with the Reorganization, we appointed Khozema Shipchandler as President, Twilio Communications, and Elena Donio as President, Twilio Data & Applications, effective March 1, 2023. We also appointed Aidan Viggiano as our Chief Financial Officer, effective March 1, 2023.
We believe that this strategic realignment will enable us to better execute on the key priorities for each business unit—accelerating growth for Data & Applications and driving efficiencies for Communications—while accounting for each business unit’s unique economic, customer and product needs. These two business units can execute against their respective financial goals with more focus and independence—but they are also highly complementary. Our Data & Applications business benefits from our underlying communications platform and our substantial active customer base. Our success in Data & Applications also drives more intelligence for our Communications products. Together, they address adjacent needs and related problems for our customers.
In connection with the Reorganization, we changed the organizational structure of our business, including the way we operate the business now and in the future. As such, in February 2023, we began making significant realignments to our internal processes and controls to build a financial reporting process within our enterprise reporting system that will enable consistent, comparable and reliable internal reporting on a business unit level. Concurrently, we were also in the process of determining the measure of profitability to be used by management to assess performance of its newly formed business units.
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In the second quarter of 2023, we completed certain of the realignment efforts and began presenting non-GAAP gross profit by business unit to the Chief Operating Decision Maker (“CODM”) to be used to assess performance and make resource allocation decisions. As such, in the second quarter of 2023, our Chief Executive Officer, who is also our CODM, began regularly reviewing discrete financial information for each business unit. This shift in the way management started operating the business required us to reevaluate our operating segment structure under the applicable accounting guidance. We determined that as of June 30, 2023, we had two operating and reportable segments: Twilio Communications and Twilio Data & Applications.

Twilio Communications: The Communications segment consists of a variety of application programming interfaces (“APIs”) and software solutions to optimize communications between our customers and their end users. The key products from which the segment derives its revenue are Messaging, Voice and Email.

Twilio Data & Applications: The Data & Applications segment consists of software products that enable businesses to achieve more effective customer engagement by providing the tools necessary for customers to build direct, personalized relationships with their end users. The key products from which the segment derives its revenue are Segment, Engage, Flex and Marketing Campaigns.

The shift in our segment structure also resulted in a shift in our reporting unit structure, under the applicable accounting guidance, which required us to assess our goodwill for impairment on a reporting unit level. We concluded that our goodwill was not impaired and, further, that none of our reporting units was at risk of failing the goodwill impairment test. Refer to Note 8 and Note 10 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on segment reporting and goodwill.
Share Repurchase Program. In February 2023, our Board of Directors authorized a share repurchase program pursuant to which we may repurchase up to $1.0 billion in aggregate value of our Class A common stock until the program expires on December 31, 2024. Repurchases under this program can be made through open market, private transactions or other means in compliance with applicable federal securities laws and could include repurchases pursuant to Rule 10b5-1 trading plans. We have discretion in determining the conditions under which shares may be repurchased from time to time.
In the six months ended June 30, 2023, we repurchased $495.0 million in aggregate value, or 8.3 million shares, of our Class A common stock under this program. Approximately $505.0 million of the originally authorized amount remains available for future repurchases.
Workforce Reduction Plan. In February 2023, we announced a workforce restructuring plan (the “February 2023 Plan”) to eliminate approximately 17% of our workforce. The execution of the February 2023 Plan was substantially complete in the first quarter of 2023. In the three and six months ended SeptemberJune 30, 20172023, we incurred $14.9 million and 2016, among$136.8 million in restructuring expenses, respectively, related to employee severance, benefits, vesting of equity awards and facilitation costs. The estimated remaining expenses related to the February 2023 Plan are not expected to be significant. For additional details refer to Note 7 to our 10 largestunaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Sabbatical Program. In February 2023, we announced that we will be sunsetting our employee sabbatical program that we introduced effective July 1, 2022. The sabbatical program was intended to provide our tenured employees with a paid leave of four consecutive weeks after every three years of service. Employees who had accumulated more than three years of service as of the program’s effective date became eligible for their benefit immediately. The discontinuation of this program and the reduction in force under our February 2023 Plan resulted in a $12.0 million cumulative one-time decrease to our accrued sabbatical liability in the first quarter of 2023. As of June 30, 2023, the remaining liability of $12.6 million related to the accumulated benefits for employees who remain eligible under this program until its expiration on December 31, 2023. As of December 31, 2022, the accrued sabbatical liability was $30.7 million.
Remote-First Company. In 2022, we announced our decision to become a remote-first company allowing our employees the flexibility to work remotely on a permanent basis. As part of our new operating strategy, we permanently closed several of our offices in 2022 and the first half of 2023. These office closures resulted in an impairment of several long-lived assets, including our operating lease assets, leasehold improvements and property and equipment. In the three and six months ended June 30, 2023, we recorded a total impairment loss of $9.3 million and $31.1 million, respectively.
Impairment of Strategic Investment. In the first quarter of 2023, we recorded a $46.2 million impairment loss associated with one of our investments from 2021 to reduce its carrying amount to fair value.
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Divestiture of IoT Assets. In the second quarter of 2023, we completed the sale of our Internet of Things (“IoT”) net assets for a stock consideration of $15.8 million. The loss on divestiture and related expenses recorded in the three and six months ended June 30, 2023 were not significant.
Divestiture of ValueFirst Business. In the second quarter of 2023, we entered into an agreement to sell our ValueFirst business, and we subsequently sold it in July 2023 for $45.5 million in cash. ValueFirst was our enterprise communications platform in India. As of June 30, 2023, we recorded a $28.8 million loss on ValueFirst net assets held for sale and an additional $3.1 million in related expenses. For additional details refer to Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Macroeconomic and Geopolitical Factors. Our results of operations may be significantly affected by several macroeconomic and geopolitical factors, such as changes in global economic conditions, customer demand and spending, inflation, labor market constraints, uncertainty regarding the impacts of fluctuations in foreign exchange rates, world events, existing and new domestic and foreign laws and regulations, as well as those factors outlined in Part II, Item 1A, “Risk Factors.”
Key Business Metrics
We review a number of operational and financial metrics, including Active Customer Accounts we had four and three Variable Customer Accounts in each period representing 8%Dollar-Based Net Expansion Rate, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and 10% ofmake strategic decisions.
The following table summarizes our year-over-year revenue respectively. For the three months ended September 30, 2017growth and 2016, our Base Revenue was $92.0 million and $64.1 million, respectively. We incurred a net loss of $23.5 million and $11.3 millionDollar-Based Net Expansion Rate for the three months ended SeptemberJune 30, 20172023 and 2016, respectively. See2022, and the section titled “—Key Business Metrics—Base Revenue” for a discussion of Base Revenue. As we previously disclosed, revenue from Uber, our largest Base Customer Account, decreased on a sequential basis in the last three quarters. This was due to a combination of product usage decreases and certain price adjustments that were made by us as a result of Uber’s high volume growth. Accordingly, we expect the year-over-year decline in our revenue from Uber to continue to negatively impact our revenue growth rates and our Dollar-Based Net Expansion Rate for upcoming periods.

Key Business Metrics

 

 

Three Months
Ended
September 30,

 

 

 

2017

 

2016

 

Number of Active Customer Accounts (as of period end date)

 

46,489

 

34,457

 

Base Revenue (in thousands)

 

$

91,965

 

$

64,099

 

Base Revenue Growth Rate

 

43

%

75

%

Dollar-Based Net Expansion Rate

 

122

%

155

%

Numbernumber of Active Customer Accounts.  We believe that the numberAccounts as of our June 30, 2023 and 2022.

Three Months Ended
June 30,
20232022
Active Customer Accounts (as of end date of period)304,000 275,000 
Total Revenue (in thousands)$1,037,761 $943,354 
Total Revenue Growth10 %41 %
Dollar-Based Net Expansion Rate103 %123 %
Active Customer Accounts is an important indicator of the growth of our business, the market acceptance of our platform and future revenue trends.

We define an Active Customer Account at the end of any period as an individual account, as identified by a unique account identifier, for which we have recognized at least $5 of revenue in the last month of the period. We believe that the use of our platform by our customers at or above the $5 per month threshold is a stronger indicator of potential future engagement than trial usage of our platform or usage at levels below $5 per month. 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 Data & Applications Active Customer Accounts are calculated using the same methodology, but using only revenue recognized from accounts in the respective segment. Because an individual Active Customer Account may be counted as both a Communications Active Customer Account and a Data & Applications Active Customer Account, the sum of the segment-level Active Customer Accounts may exceed our total company Active Customer Accounts.


We believe that the number of Active Customer Accounts, on an aggregate basis and at the segment level, is an important indicator of the growth of our business, the market acceptance of our platform and future revenue trends. The number of Active Customer Accounts is rounded down to the nearest thousand. In the three months ended SeptemberJune 30, 20172023 and 2016,2022, revenue from Active Customer Accounts represented over 99% of total revenue in each period.

Base Revenue.  We monitor Base Revenue as one of

Dollar‑Based Net Expansion Rate
Our Dollar-Based Net Expansion Rate compares the more reliable indicators of future revenue trends. Base Revenue consists of all revenue other thantotal revenue from largeall Active Customer Accounts in a quarter to the same quarter in the prior year. To calculate the Dollar-Based Net Expansion Rate, we first identify the cohort of Active Customer Accounts that have never entered into 12-month minimum revenue commitment contracts with us, which we refer to as Variablewere Active Customer Accounts. While almost all of our customer accounts exhibit some level of variabilityAccounts in the usagesame quarter of our products, based on our experience, we believethe prior year. The Dollar-Based Net Expansion Rate is the quotient obtained by dividing the revenue generated from that Variable Customer Accounts are more likely to have significant fluctuationscohort in usage of our products from period to period, and therefore that revenue from Variable Customer Accounts may also fluctuate significantly from period to period. This behavior is best evidenceda quarter, by the decision of such customers not to enter into contracts with usrevenue generated from that contain minimum revenue commitments, even though they may spend significant amounts onsame cohort in the use of our products and they may be foregoing more favorable terms often available to customers that enter into committed contracts with us. This variability adversely affects our ability to rely upon revenue from Variable Customer Accounts when analyzing expected trends in future revenue.

For historical periods through March 31, 2016, we defined a Variable Customer Account as an Active Customer Account that (i) had never signed a minimum revenue commitment contract with us for a term of at least 12 months and (ii) had met or exceeded 1% of our revenue in anycorresponding quarter in the prior year. When we calculate Dollar-Based Net Expansion

29

Table of Contents
Rate for periods presented through March 31, 2016. To allowlonger than one quarter, we use the average of the applicable quarterly Dollar-Based Net Expansion Rates for consistent period-to-period comparisons,each of the quarters in such period. Revenue from acquisitions does not impact the eventDollar-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 customer account qualified asquarter. As a Variable Customer Account as of March 31, 2016, or a previously Variable Customer Account ceased to be an Active Customer Account as of such date, we included such customer account as a Variable Customer Account in all periods presented. For reporting periods starting withresult, for the three monthsquarter ended June 30, 2016, we define a Variable Customer Account as a customer account that (a) has been categorized as a Variable Customer Account in any prior quarter, as well as (b) any new customer account that (i) is with a customer that has never signed a minimum revenue commitment contract with us for a term of at least 12 months and (ii) meets or exceeds 1% of2023, our revenue in a quarter. Once a customer account is deemed to be a Variable Customer Account in any period, it remains a Variable Customer Account in subsequent periods unless such customer enters into a minimum revenue commitment contract with us for a term of at least 12 months.

In the three months ended September 30, 2017 and 2016, we had six and eight Variable Customer Accounts, which represented 9% and 10%, respectively, of our total revenue.

Dollar-Based Net Expansion Rate.Rate excludes the contributions from acquisitions made after April 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 June 30, 2023, our Dollar-Based Net Expansion Rate excludes the contributions from divestitures made after June 30, 2022. Communications Dollar-Based Net Expansion Rate and Data & Applications Dollar-Based Net Expansion Rate are calculated using the same methodology, but using only revenue attributable to the respective segment and Active Customer Accounts for that respective segment.

We believe that measuring Dollar-Based Net Expansion Rate, on an aggregate basis and at the segment level, provides a more meaningful indication of the performance of our efforts to increase revenue from existing customers. Our ability to drive growth and generate incremental revenue depends, in part, on our ability to maintain and grow our relationships with existing Active Customer Accounts and to increase their use of the platform. An important way in which we track ourhave historically tracked performance in this area is by measuring the Dollar-Based Net Expansion Rate for our Active Customer Accounts, other than our Variable Customer Accounts. Our 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. Our Dollar-Based Net Expansion Rate decreases when such Active Customer Accounts cease or reduce their usage of a product or when we lower usage prices on a product. As our customers grow their businesses and extend the use of our platform, they sometimes create multiple customer accounts with us for operational or other reasons. As such, for reporting periods starting with the three months ended December 31, 2016, when we identify 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. We believe measuring our Dollar-Based Net Expansion Rate on revenue generated from our Active Customer Accounts, other than our Variable Customer Accounts, provides a more meaningful indication of the performance of our efforts to increase revenue from existing customers.

Our Dollar-Based Net Expansion Rate compares the revenue from Active Customer Accounts, other than Variable Customer Accounts, in a quarter to the same quarter in the prior year. To calculate the Dollar-Based Net Expansion Rate, we first identify the cohort of Active Customer Accounts, other than Variable Customer Accounts, that were Active Customer Accounts 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 we calculate Dollar-Based Net Expansion Rate for periods longer than one quarter, we use the average of the applicable quarterly Dollar-Based Net Expansion Rates for each of the quarters in such period.

Key Components of Statements of Operations

Revenue
Revenue.We derive the majority of our revenue primarily from usage-basedusage‑based fees earned from our Communications products when customers using the softwareaccess our cloud-based platform. Our usage‑based products within our Engagement Cloudprimarily include offerings, such as Messaging, Voice, Twilio Verify and Programmable Communications Cloud. These usage-based software products include our Programmable Voice, Programmable Messaging and Programmable Video products.others. Some examples of the usage-basedusage‑based fees for whichthat we charge include minutes of call duration activity for our Programmable Voice products,fees related to the number of text messages sent or received using our Programmable Messaging, productsminutes of call duration activity for Voice and the number of authentications for our Programmable Authentication product.Twilio Verify. In the three months ended SeptemberJune 30, 20172023 and 2016,2022, we generated 82%71% and 83%73% of our revenue, respectively, from usage-basedusage‑based fees.
We also earn monthly flatsubscription-based fees from various of our Data & Applications products and solutions on our platform, such as our customer data platform Segment, our customer engagement solution Engage, our cloud contact center Flex; as well as certain fee-basedof our Communications fee‑based products, such as telephone numbersEmail. When our usage-based Communications products are embedded into our Data & Applications and customer support.

other products, we charge for them separately on a usage basis. Revenue is generally directly attributable to each segment.

Customers typically pay up-frontgain access to our products and solutions either through an e-commerce self service sign-up format which requires an upfront prepayment via credit card in monthly prepaid amounts and drawthat is drawn down their balances as they purchase or use our products. As customers grow their usage ofproducts; or for our products they automatically receive tiered usage discounts. Our larger customers, often enter into contracts,including enterprise customers, a negotiated contract is established for at least 12 months whichthat contain minimum revenue commitments and which may contain more favorable pricing. Customers on such contracts are typically areeither invoiced monthly in arrears for products used.

used or invoiced in advance at the start of the term.

Amounts that have been charged via credit card or invoiced are recorded in accounts receivable and inrevenue, deferred revenue or deferred revenue,customer deposits, depending on whether the revenue recognition criteria have been met. Given that our credit card prepayment amounts tend to be approximately equal to our credit card consumption amounts in each period, and that we do not have many invoiced customers on pre-payment contract terms, ourOur deferred revenue at any particular timeand customer deposits liability balance is not a meaningful indicator of our future revenue.

revenue at any point in time because the number of contracts with our invoiced customers that contain terms requiring any form of prepayment is not significant.

We define U.S. revenue as revenue from customers with IP addresses or mailing addresses at the time of registration in the United States, and weStates. We define international revenue as revenue from customers with IP addresses or mailing addresses at the time of registration outside of the United States.

30

Cost of Revenue and Gross Margin.Margin
Cost of Revenue. Cost of revenue consists primarily of fees paid to network service providers. Cost of revenue also includes cloud infrastructure fees, direct costs of personnel, costs, such as salaries and stock-basedstock‑based compensation for our customer support employees, and non-personnelother non‑personnel costs, such as depreciation and amortization expense related to data centers and hosting equipment, amortization of capitalized internal-use software development costs and acquired intangible assets. Costs of revenue are generally directly attributable to each segment. Certain costs of revenue are allocated to segments based on methodologies that best reflect the patterns of consumptions of these costs.
Our arrangements with network service providers require us to pay fees based on the volume of phone calls initiated or text messages sent, as well as the number of telephone numbers acquired by us to service our customers. Our arrangements with our cloud infrastructure provider require us to pay fees based on our server capacity consumption.

Gross Margin. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has been and will continue to be affected by a number of factors, including the timing and extent of our investments in our operations,operations; our product mix; our ability to manage our network service provider and cloud infrastructure-relatedinfrastructure‑related fees, including A2P SMS fees; the mix of U.S. revenue compared to international revenue,revenue; changes in foreign exchange rates; the timing of amortization of capitalized software development costs and acquired intangibles; and the extent to which we periodically choose to pass onadjust prices of our cost savings from platform optimization efforts to our customers in the form of lower usage prices.

products.

Operating Expenses.Expenses
The most significant components of operating expenses are personnel costs, which consist of salaries, benefits, sales commissions and bonuses stock-based compensation and compensation expenses related to stock repurchases from employees.stock‑based compensation. We also incur other non-personnelnon‑personnel costs related to our general overhead expenses. We expect that our operating costs will increase in absolute dollars.

Research and Development. Research and development expenses consist primarily of personnel costs, outsourced engineering services, cloud infrastructure fees for staging and development of our products, depreciation, amortization of capitalized internal-use software development costs and an allocation of our general overhead expenses. We capitalize the portion of our software development costs that meets the criteria for capitalization.

We continue to focusare focusing our research and development effortsinvestment in the highest impact product areas for our future. We are investing strategically in alignment with our focus on adding new features and products including new use cases, improving our platform and increasing the functionality of our existing products.

building a trusted leading customer engagement platform.

Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs, including commissions forand bonuses to our sales employees. Sales and marketing expenses also include expenditures related to advertising, marketing, our brand awareness activities, and developer evangelism, costs related to our SIGNAL customer and developer conferences, credit card processing fees, professional services fees, depreciation, amortization of acquired intangible assets and an allocation of our general overhead expenses.

We focus our sales and marketing efforts on generating awareness of our company, platform and products, through our developer evangelist team and self-service model, creating sales leads and establishing and promoting our brand, both domestically and internationally. We plan to continue investing in sales and marketing by increasing our sales and marketing headcount, supplementing our self-service model with an enterprise sales approach, expanding our sales channels, driving our go-to-market strategies, building our brand awareness and sponsoring additional marketing events.

General and Administrative. General and administrative expenses consist primarily of personnel costs for our accounting, finance, legal, human resources and administrative support personnel and executives.personnel. General and administrative expenses also include costs related to business acquisitions and dispositions, legal and other professional services fees, sales and othercertain taxes, depreciation and amortization, charitable contributions and an allocation of our general overhead expenses.
We expect that we will incur costs associated with supporting the growth of our business and to meet the increased compliance requirements associated with both our international expansionoperations. We may also incur higher than usual losses related to deterioration of quality of certain financial assets caused by macroeconomic conditions.
Restructuring Costs. Restructuring costs consist primarily of personnel costs, such as employee severance payments, benefits and certain facilitation costs, associated with our transitionworkforce reductions, which are described in Note 7 to and operation as, a public company.

Our general and administrative expensesour unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Restructuring costs also include a significantstock-based compensation expense related to vesting of stock-based awards of the impacted employees.

31

Table of Contents
Impairment of Long-Lived Assets. Impairment of long-lived assets consists primarily of impairment charges allocated to the carrying amount of salescertain operating right-of-use assets and the associated leasehold improvements and property and equipment when the carrying amounts exceed their respective fair values.
Other Income (Expenses), Net
Our other taxes to which we are subject based on the manner we sell and deliverincome (expenses), net consist primarily of our products. Prior to March 2017, we did not collect such taxesshare of losses from our customersequity method investment; impairment charges and have therefore recorded suchgains and losses related to our strategic investments and marketable securities; and debt-related costs.
(Provision for) Benefit from Income Taxes
Our (provision for) benefit from income taxes as generalconsists primarily of income taxes and administrative expenses. Effective March 2017, we began collecting thesewithholding taxes from customers in certain jurisdictions and intend to collect in otherforeign jurisdictions in which the near term. We expect that these expenses will decline in future years as we continue collecting these taxes from our customers.

Provision for Income Taxes.  Our income tax provision or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items occurring in the quarter. Company conducts business.

The primary difference between our effective tax rate and the federal statutory rate relates to the valuation allowance the Company established on the federal, state and certain foreign net operating losses in jurisdictions with a valuation allowance or a zero tax rate.

and credits.

Non-GAAP Financial Measures

We use the following non-GAAPnon‑GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAPnon‑GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-periodperiod‑to‑period comparisons of results of operations and assists in comparisons with other companies, many of which use similar non-GAAPnon‑GAAP financial information to supplement their results of operations reported in accordance with generally accepted accounting principles (“GAAP”). Non‑GAAP results. Non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles,GAAP and may be different from similarly-titled non-GAAPsimilarly‑titled non‑GAAP measures used by other companies. Whenever we use a non-GAAPnon‑GAAP financial measure, a reconciliation is provided to the most closely applicable financial measure stated in accordance with generally accepted accounting principles. InvestorsGAAP. The users of our consolidated financial statements are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAPnon‑GAAP financial measures to their most directly comparable GAAP financial measures.

Non-GAAP

Non‑GAAP Gross Profit and Non-GAAPNon‑GAAP Gross Margin.Margin
For the periods presented, we define non-GAAPnon‑GAAP gross profit and non-GAAPnon‑GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, adjusted to exclude, stock-based compensation and amortizationas applicable, certain expenses as presented in the table below:
Three Months Ended
June 30,
20232022
Reconciliation:(In thousands)
GAAP gross profit$505,755 $445,289 
GAAP gross margin49 %47 %
Non-GAAP adjustments:
Stock-based compensation6,334 3,996 
Amortization of acquired intangibles29,669 31,236 
Payroll taxes related to stock-based compensation123 242 
    Non-GAAP gross profit$541,881 $480,763 
    Non-GAAP gross margin52 %51 %
32

Table of acquired intangibles.

 

 

Three Months Ended
September 30,

 

 

 

2017

 

2016

 

 

 

(In thousands)

 

Reconciliation:

 

 

 

 

 

Gross profit

 

$

52,288

 

$

40,248

 

Non-GAAP adjustments:

 

 

 

 

 

Stock-based compensation

 

180

 

84

 

Amortization of acquired intangibles

 

1,250

 

70

 

Non-GAAP gross profit

 

$

53,718

 

$

40,402

 

Non-GAAP gross margin

 

53

%

56

%

Non-GAAPContents

Non‑GAAP Operating Expenses.Expenses
For the periods presented, we define non-GAAPnon‑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, acquisition-relatedcertain expenses and payroll taxes related to stock-based compensation.

 

 

Three Months Ended
September 30,

 

 

 

2017

 

2016

 

 

 

(In thousands)

 

Reconciliation:

 

 

 

 

 

Operating expenses

 

$

76,319

 

$

51,524

 

Non-GAAP adjustments:

 

 

 

 

 

Stock-based compensation

 

(14,008

)

(7,564

)

Amortization of acquired intangibles

 

(265

)

(66

)

Acquisition related expenses

 

(35

)

(137

)

Payroll taxes related to stock-based compensation

 

(595

)

 

Non-GAAP operating expenses

 

$

61,416

 

$

43,757

 

Non-GAAP Lossas presented in the table below:

Three Months Ended
June 30,
20232022
Reconciliation:(In thousands)
GAAP operating expenses$647,582 $757,225 
Non-GAAP adjustments:
Stock-based compensation(146,464)(238,094)
Amortization of acquired intangibles(20,521)(20,929)
Acquisition and divestiture related expenses(3,097)(1,840)
Loss on net assets held for sale(28,453)— 
Payroll taxes related to stock-based compensation(2,032)(5,924)
Charitable contribution(1,047)(2,373)
Restructuring costs(14,902)— 
Impairment of long-lived assets(9,332)— 
Non-GAAP operating expenses$421,734 $488,065 
Non‑GAAP Income (Loss) from Operations and Non-GAAPNon‑GAAP Operating Margin.Margin
For the periods presented, we define non-GAAP lossnon‑GAAP income (loss) from operations and non-GAAPnon‑GAAP operating margin as GAAP lossincome (loss) from operations and GAAP operating margin, respectively, adjusted to exclude, stock-based compensation, amortizationas applicable, certain expenses as presented in the table below:
Three Months Ended
June 30,
20232022
Reconciliation:(In thousands)
GAAP loss from operations$(141,827)$(311,936)
GAAP operating margin(14)%(33)%
Non-GAAP adjustments:
Stock-based compensation152,798 242,090 
Amortization of acquired intangibles50,190 52,165 
Acquisition and divestiture related expenses3,097 1,840 
Loss on net assets held for sale28,453 — 
Payroll taxes related to stock-based compensation2,155 6,166 
Charitable contribution1,047 2,373 
Restructuring costs14,902 — 
Impairment of long-lived assets9,332 — 
Non-GAAP income (loss) from operations$120,147 $(7,302)
Non-GAAP operating margin12 %(1)%
33

Table of acquired intangibles, acquisition-related expenses and payroll taxes related to stock-based compensation.

 

 

Three Months Ended
September 30,

 

 

 

2017

 

2016

 

 

 

(In thousands)

 

Reconciliation:

 

 

 

 

 

Loss from operations

 

$

(24,031

)

$

(11,276

)

Non-GAAP adjustments:

 

 

 

 

 

Stock-based compensation

 

14,188

 

7,648

 

Amortization of acquired intangibles

 

1,515

 

136

 

Acquisition related expenses

 

35

 

137

 

Payroll taxes related to stock-based compensation

 

595

 

 

Non-GAAP loss from operations

 

$

(7,698

)

$

(3,355

)

Non-GAAP operating margin

 

(8

)%

(5

)%

Contents

Results of Operations

The following tables settable sets forth our results of operations for the periods presented and as a percentagepresented. We have included results of our total revenueoperations for those periods.acquisitions closed after January 1, 2022, from the closing date of each such acquisition. We have included results of operations for divestitures closed after January 1, 2022, through the closing date of each such divestiture. The period-to-period comparison of our historical results are not necessarily indicative of the results that may be expected in the future.

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(In thousands)

 

Revenue

 

$

100,542

 

$

71,533

 

$

283,784

 

$

195,383

 

Cost of revenue(1) (2) 

 

48,254

 

31,285

 

127,873

 

86,315

 

Gross profit

 

52,288

 

40,248

 

155,911

 

109,068

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development(1) (2) 

 

31,674

 

21,106

 

87,910

 

53,339

 

Sales and marketing(1) (2) 

 

25,778

 

15,873

 

73,047

 

47,451

 

General and administrative(1) (2)

 

18,867

 

14,545

 

40,810

 

36,773

 

Total operating expenses

 

76,319

 

51,524

 

201,767

 

137,563

 

Loss from operations

 

(24,031

)

(11,276

)

(45,856

)

(28,495

)

Other income, net

 

1,000

 

138

 

1,969

 

92

 

Loss before provision for income taxes

 

(23,031

)

(11,138

)

(43,887

)

(28,403

)

Provision for income taxes

 

(422

)

(116

)

(902

)

(313

)

Net loss attributable to common stockholders

 

$

(23,453

)

$

(11,254

)

$

(44,789

)

$

(28,716

)


Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Condensed Consolidated Statements of Operations Data:(In thousands, except share and per share amounts)
Revenue$1,037,761 $943,354 $2,044,325 $1,818,717 
Cost of revenue (1) (2)
532,006 498,065 1,047,880 948,357 
Gross profit505,755 445,289 996,445 870,360 
Operating expenses:
Research and development (1) (2)
226,896 279,641 465,491 520,252 
Sales and marketing (1) (2)
261,600 334,958 521,485 622,864 
General and administrative (1) (2)
134,852 142,626 247,420 256,988 
Restructuring costs (1)
14,902 — 136,844 — 
Impairment of long-lived assets9,332 — 31,116 — 
Total operating expenses647,582 757,225 1,402,356 1,400,104 
Loss from operations(141,827)(311,936)(405,911)(529,744)
Other expenses, net:
Share of losses from equity method investment(32,361)— (62,780)— 
Impairment of strategic investments— — (46,154)— 
Other income (expenses), net8,745 (8,239)17,730 (14,916)
Total other expenses, net(23,616)(8,239)(91,204)(14,916)
Loss before (provision for) benefit from income taxes(165,443)(320,175)(497,115)(544,660)
(Provision for) benefit from income taxes(744)(2,594)(11,211)264 
Net loss attributable to common stockholders$(166,187)$(322,769)$(508,326)$(544,396)
Net loss per share attributable to common
     stockholders, basic and diluted
$(0.91)$(1.77)$(2.75)$(3.00)
Weighted-average shares used in computing net
     loss per share attributable to common
     stockholders, basic and diluted
183,490,982 182,347,864 184,926,875 181,624,316 

__________________________________
(1)
Includes stock-based compensation expense as follows:

 

 

Three Months
Ended
September 30,

 

Nine Months
Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(In thousands)

 

Cost of revenue

 

$

180

 

$

84

 

$

460

 

$

135

 

Research and development

 

6,493

 

3,741

 

16,687

 

7,636

 

Sales and marketing

 

2,603

 

1,432

 

6,961

 

3,282

 

General and administrative

 

4,912

 

2,391

 

11,865

 

4,596

 

Total

 

$

14,188

 

$

7,648

 

$

35,973

 

$

15,649

 

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(In thousands)
Cost of revenue$6,334 $3,996 $11,624 $8,517 
Research and development74,576 109,524 152,669 188,893 
Sales and marketing42,869 78,492 90,998 126,078 
General and administrative29,019 50,078 57,973 73,877 
Restructuring costs296 — 10,629 — 
Total$153,094 $242,090 $323,893 $397,365 
34

Tabl

e of Contents

____________________________________
(2)
Includes amortization of acquired intangible assetsintangibles as follows:

 

 

Three Months
Ended
September 30,

 

Nine Months
Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(In thousands)

 

Cost of revenue

 

$

1,250

 

$

70

 

$

3,429

 

$

210

 

Research and development

 

25

 

38

 

101

 

114

 

Sales and marketing

 

220

 

 

539

 

 

General and administrative

 

20

 

28

 

64

 

83

 

Total

 

$

1,515

 

$

136

 

$

4,133

 

$

407

 

 

 

Three Months
Ended
September 30,

 

Nine Months
Ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Consolidated Statements of Operations, as a percentage of revenue:**

 

 

 

 

 

 

 

 

 

Revenue

 

100

%

100

%

100

%

100

%

Cost of revenue

 

48

 

44

 

45

 

44

 

Gross profit

 

52

 

56

 

55

 

56

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

32

 

30

 

31

 

27

 

Sales and marketing

 

26

 

22

 

26

 

24

 

General and administrative

 

19

 

20

 

14

 

19

 

Total operating expenses

 

76

 

72

 

71

 

70

 

Loss from operations

 

(24

)

(16

)

(16

)

(15

)

Other income, net

 

1

 

*

 

1

 

*

 

Loss before provision for income taxes

 

(23

)

(16

)

(15

)

(15

)

Provision for income taxes

 

*

 

*

 

*

 

*

 

Net loss attributable to common stockholders

 

(23

)%

(16

)%

(15

)%

(15

)%


Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(In thousands)
Cost of revenue$29,669 $31,236 $59,630 $61,872 
Research and development420 420 840 840 
Sales and marketing20,101 20,509 40,494 40,912 
General and administrative— — — 
Total$50,190 $52,165 $100,964 $103,631 

The following table sets forth our results of operations for each of the periods presented as a percentage of our total revenue:
Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Condensed Consolidated Statements of Operations, as a percentage of revenue: **
Revenue100 %100 %100 %100 %
Cost of revenue51 53 51 52 
Gross profit49 47 49 48 
Operating expenses:
Research and development22 30 23 29 
Sales and marketing25 36 26 34 
General and administrative13 15 12 14 
Restructuring costs— — 
Impairment of long-lived assets— — 
Total operating expenses62 80 69 77 
Loss from operations(14)(33)(20)(29)
Other expenses, net
Share of losses from equity method investment(3)— (3)— 
Impairment of strategic investments— — (2)— 
Other income (expenses), net(1)(1)
Total other expenses, net(2)(1)(4)(1)
Loss before (provision for) benefit from income taxes(16)(34)(24)(30)
(Provision for) benefit from income taxes**(1)*
Net loss attributable to common stockholders(16 %)(34 %)(25 %)(30 %)
____________________________________
*
Less than 0.5% of revenue.

** Columns may not add up to 100% due to rounding.

35

Comparison of the Three Months Ended SeptemberJune 30, 20172023 and 2016

2022

Revenue

 

 

Three Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Base Revenue

 

$

91,965

 

$

64,099

 

$

27,866

 

43

%

Variable Revenue

 

8,577

 

7,434

 

1,143

 

15

%

Total revenue

 

$

100,542

 

$

71,533

 

$

29,009

 

41

%

Three Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications$913,135 $832,305 $80,830 10 %
Twilio Data & Applications124,626 111,049 13,577 12 %
Consolidated total revenue$1,037,761 $943,354 $94,407 10 %
In the three months ended SeptemberJune 30, 2017, Base Revenue2023, Communications revenue increased by $27.9$80.8 million, or 43%10%, compared to the same period last year, and represented 91% and 90% of total revenue in the three months ended September 30, 2017 and 2016, respectively.year. This increase was primarily attributable to an increase in the increased usage of all our products, particularly our Programmable Messaging products and Programmable Voice products, and the adoption of additional products by our existing customers. This increase was partially offset by pricing decreases that we have implemented over time for our customers, in the form of lower usage prices in an effort to increase the reach and scale of our platform. The changes in usage and price wereas reflected in our Dollar-BasedCommunications Dollar‑Based Net Expansion Rate of 122%103%, as well as an 11% increase in the number of Communications Active Customer Accounts from over 260,000 as of June 30, 2022 to over 289,000 as of June 30, 2023.
In the three months ended June 30, 2023, Data & Applications revenue increased by $13.6 million, or 12%, compared to the same period last year. This increase was primarily attributable to a 4% increase in the number of Data & Applications Active Customer Accounts from over 26,000 as of June 30, 2022 to over 27,000 as of June 30, 2023. Our Data & Applications Dollar‑Based Net Expansion Rate was 99% for the three months ended SeptemberJune 30, 2017. The2023.
In the three months ended June 30, 2023, consolidated total revenue increased by $94.4 million, or 10%, compared to the same period last year. This increase in usage was also attributable to a 35%the increased usage of our products by our existing customers, as reflected in our Dollar‑Based Net Expansion Rate of 103%, as well as an 11% increase in the number of Active Customer Accounts from 34,457over 275,000 as of SeptemberJune 30, 20162022 to 46,489over 304,000 as of SeptemberJune 30, 2017. As we previously disclosed, revenue from Uber, our largest Base Customer Account, decreased this quarter. This was due to a combination of product usage decreases and certain price adjustments that were made by us as a result of Uber’s high volume growth. Accordingly, we expect the year-over-year decline in our revenue from Uber to continue to negatively impact our revenue growth rates and our Dollar-Based Net Expansion Rate for upcoming periods.

2023.

In the three months ended SeptemberJune 30, 2017, Variable Revenue increased by $1.1 million, or 15%, compared to the same period last year, and represented 9% and 10% of total revenue in the three months ended September 30, 2017 and 2016, respectively. This increase was primarily attributable to the fluctuating nature of our Variable Customer Accounts. As these customers increase or decrease their usage of our products, Variable Revenue also varies from period to period.

2023, U.S. revenue and international revenue represented $76.7$692.6 million or 76%67%, and $23.8$345.1 million, or 24%33%, respectively, of total revenue inrevenue. In the three months ended SeptemberJune 30, 2017, compared to $60.52022, U.S. revenue and international revenue represented $616.3 million, or 85%65%, and $11.0$327.0 million, or 15%35%, respectively, of total revenue in the three months ended September 30, 2016. This increase in international revenue is attributable to the growth in usagerevenue.

36

Table of our products, particularly our Programmable Messaging and Programmable Voice products, by our existing international Active Customer Accounts; a 41% increase in the number of international Active Customer Accounts, excluding the recent acquisition, driven in part by our focus on expanding our sales to customers outside of the United States; and our recent acquisition. We opened two offices outside of the United States between September 30, 2016 and September 30, 2017.

Contents

Cost of Revenue and Gross Margin

 

 

Three Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Cost of revenue

 

$

48,254

 

$

31,285

 

$

16,969

 

54

%

Gross margin

 

52

%

56

%

 

 

 

 

Three Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications
Cost of revenue$491,894 $464,134 $27,760 %
Gross margin46 %44 %
Twilio Data & Applications
Cost of revenue40,112 33,931 $6,181 18 %
Gross margin68 %69 %
Consolidated total
Cost of revenue$532,006 $498,065 $33,941 %
Gross margin49 %47 %
In the three months ended SeptemberJune 30, 2017,2023, Communications cost of revenue increased by $17.0$27.8 million, or 54%6%, compared to the same period last year. The increase in cost of revenue was primarily attributable to a $14.0$32.9 million increase in network service providers’ fees, a $1.2 million increase in cloud infrastructure fees tocosts, which support the growth in usage of our products driven by the growth in Communications Active Customer Accounts and a $1.6 millionthe increase in amortization expense related tousage of our internal-use software and acquired intangible assets.

Operating Expenses

 

 

Three Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Research and development

 

$

31,674

 

$

21,106

 

$

10,568

 

50

%

Sales and marketing

 

25,778

 

15,873

 

9,905

 

62

%

General and administrative

 

18,867

 

14,545

 

4,322

 

30

%

Total operating expenses

 

$

76,319

 

$

51,524

 

$

24,795

 

48

%

products by existing customers as described above.

In the three months ended SeptemberJune 30, 2017, research and development expenses2023, Data & Applications cost of revenue increased by $10.6$6.2 million, or 50%18%, compared to the same period last year. The increase was primarily attributable to an $8.0 million increaseFluctuations in personnel costs, netcost of a $2.1 million increaserevenue categories were not significant either individually or in capitalized software development costs, largely as a result of a 44% average increase in our research and development headcount due to our continued focus on product development and enhancement. The increase was also due in part to a $0.5 million increase in outsourced engineering services, a $0.5 million increase in cloud infrastructure fees to support the staging and development of our products, a $0.5 million increase in depreciation and amortization expenses and a $0.2 million increase in other professional fees.

aggregate.

In the three months ended SeptemberJune 30, 2017, sales and marketing expenses increased by $9.9 million, or 62%, compared to the same period last year. The increase was primarily attributable to a $6.6 million increase in personnel costs, largely as a result of a 45% average increase in sales and marketing headcount as we continued to expand our sales efforts in the United States and internationally, a $0.6 million increase in marketing and advertising costs, a $0.5 million increase in credit card processing fees due to increased volume, a $0.4 million increase in depreciation and amortization, a $0.4 million increase in employee travel, a $0.3 million increase related to our brand awareness programs and events and a $0.2 million increase in professional fees.

In the three months ended September 30, 2017, general and administrative expenses increased by $4.3 million, or 30%, compared to the same period last year. The increase was primarily attributable to a $3.8 million increase in personnel costs, largely as a result of a 28% average increase in headcount to support the growth of our business, a $0.5 million increase in depreciation expense and a $1.0 million increase in professional services fees. These increases were partially offset by a $1.3 million decrease in sales and other taxes as we settled the outstanding liabilities in certain jurisdictions and a $0.1 million decrease in business acquisition related costs.

Comparison of the Nine Months Ended September 30, 2017 and 2016

Revenue

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Base Revenue

 

$

260,191

 

$

170,303

 

$

89,888

 

53

%

Variable Revenue

 

23,593

 

25,080

 

(1,487

)

(6

)%

Total revenue

 

$

283,784

 

$

195,383

 

$

88,401

 

45

%

In the nine months ended September 30, 2017, Base Revenue increased by $89.9 million, or 53%, compared to the same period last year, and represented 92% and 87% of2023, consolidated total revenue in the nine months ended September 30, 2017 and 2016, respectively. This increase was primarily attributable to an increase in the usage of all our products, particularly our Programmable Messaging products and Programmable Voice products, and the adoption of additional products by our existing customers. This increase was partially offset by pricing decreases that we have implemented over time for our customers in the form of lower usage prices in an effort to increase the reach and scale of our platform. The changes in usage and price were reflected in our Dollar-Based Net Expansion Rate of 131% for the nine months ended September 30, 2017. The increase in usage was also attributable to a 35% increase in the number of Active Customer Accounts, from 34,457 as of September 30, 2016 to 46,489 as of September 30, 2017.  As we previously disclosed, revenue from Uber, our largest Base Customer Account, decreased in the period. This was due to a combination of product usage decreases and certain price adjustments that were made by us as a result of Uber’s high volume growth. Accordingly, we expect the year-over-year decline in our revenue from Uber to continue to negatively impact our revenue growth rates and our Dollar-Based Net Expansion Rate for upcoming periods.

In the nine months ended September 30, 2017, Variable Revenue decreased by $1.5 million, or 6%, compared to the same period last year, and represented 8% and 13% of total revenue in the nine months ended September 30, 2017 and 2016, respectively. This decrease was primarily attributable to the fluctuating nature of our Variable Customer Accounts. As these customers increase or decrease their usage of our products, Variable Revenue also varies from period to period.

U.S. revenue and international revenue represented $221.9 million, or 78%, and $61.9 million, or 22%, respectively, of total revenue in the nine months ended September 30, 2017, compared to $165.5 million, or 85%, and $29.9 million, or 15%, respectively, of total revenue in the nine months ended September 30, 2016. This increase in international revenue is attributable to the growth in usage of our products, particularly our Programmable Messaging and Programmable Voice products, by our existing international Active Customer Accounts; a 41% increase in the number of international Active Customer Accounts excluding our most recent acquisition, driven in part by our focus on expanding our sales to customers outside of the United States; and our recent acquisition. We opened two offices outside of the United States between September 30, 2016 and September 30, 2017.

Cost of Revenue and Gross Margin

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Cost of revenue

 

$

127,873

 

$

86,315

 

$

41,558

 

48

%

Gross margin

 

55

%

56

%

 

 

 

 

In the nine months ended September 30, 2017, cost of revenue increased by $41.6$33.9 million, or 48%7%, compared to the same period last year. The increase in cost of revenue was primarily attributable to a $33.1$32.9 million increase in network service providers’ fees, a $3.5 million increase in cloud infrastructure fees tocosts, which support the growth in usage of our products driven by the growth in Active Customer Accounts and the increase in usage of our products by existing customers as described above.

In the three months ended June 30, 2023, Communications gross margin percentage increased compared to the same period last year. This increase was primarily driven by a $4.3 million170 basis point increase due to the network service providers’ costs increasing at a lower rate relative to revenue, net of the impact of hedging instruments. This is due to a higher proportion of revenue being derived from the United States, where margins are higher.
In the three months ended June 30, 2023, Data & Applications gross margin percentage decreased compared to the same period last year. This decrease was primarily driven by a 160 basis point decrease due to the increase in amortization expense related to ourof capitalized internal-use software and acquired intangible assets.

Operating Expenses

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2017

 

2016

 

Change

 

 

 

(Dollars in thousands)

 

Research and development

 

$

87,910

 

$

53,339

 

$

34,571

 

65

%

Sales and marketing

 

73,047

 

47,451

 

25,596

 

54

%

General and administrative

 

40,810

 

36,773

 

4,037

 

11

%

Total operating expenses

 

$

201,767

 

$

137,563

 

$

64,204

 

47

%

development costs.

In the ninethree months ended SeptemberJune 30, 2017,2023, consolidated total gross margin percentage increased compared to the same period last year. This increase was primarily driven by an increase in the gross margin of the Communications segment, as described above.
37

Table of Contents
Operating Expenses
Three Months Ended
June 30,
20232022Change
(Dollars in thousands)
Research and development$226,896 $279,641 $(52,745)(19)%
Sales and marketing261,600 334,958 (73,358)(22)%
General and administrative134,852 142,626 (7,774)(5)%
Restructuring costs14,902 — 14,902 100 %
Impairment of long-lived assets9,332 — 9,332 100 %
Total operating expenses$647,582 $757,225 $(109,643)(14)%
In the three months ended June 30, 2023, research and development expenses increaseddecreased by $52.7 million, or 19%, compared to the same period last year. The decrease was attributable to our efforts to manage our cost structure, including the restructuring of our workforce in September 2022 and February 2023, and the sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a result, total personnel costs decreased by $54.8 million, driven by a 13% average decrease in research and development headcount. This decrease was partially offset by increases in other operating expense categories that were not significant either individually or in the aggregate.
In the three months ended June 30, 2023, sales and marketing expenses decreased by $73.4 million, or 22%, compared to the same period last year. The decrease was attributable to our efforts to manage our cost structure, including the restructuring of our workforce in September 2022 and February 2023, and the sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a result, total personnel costs decreased by $61.0 million, driven by a 24% average decrease in sales and marketing headcount. The lower sales and marketing expenses were also due to a $8.3 million decrease in advertising expenses.
In the three months ended June 30, 2023, general and administrative expenses decreased by $7.8 million, or 5%, compared to the same period last year. The decrease was attributable to our efforts to manage our cost structure, including the restructuring of our workforce in September 2022 and February 2023, and the sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a result, total personnel costs decreased by $34.6 million, driven by a 35% average decrease in general and administrative headcount. This decrease was partially offset by a $28.8 million loss on net assets held for sale related to the sale of our ValueFirst business. For further detail refer to Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In the three months ended June 30, 2023, we incurred $14.9 million in restructuring costs primarily as a result of our February 2023 Plan. For further detail refer to Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In the three months ended June 30, 2023, we incurred $9.3 million in impairment charges related to certain of our operating lease assets and other long-lived assets as a result of permanently closing several offices in the second quarter of 2023. For further detail refer to Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
38

Table of Contents
Segment Results of Operations
Our CODM evaluates the performance of our Communications and Data & Applications segments based on several factors, of which the primary financial measures of segment profitability are total revenue and non-GAAP gross profit. The following table presents the non-GAAP gross profit measure for each segment, as presented to our CODM for the three months ended June 30, 2023:

Three Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications$440,071 $387,294 $52,777 14 %
Twilio Data & Applications101,810 93,469 8,341 %
Consolidated total non-GAAP gross profit$541,881 $480,763 $61,118 13 %
In the three months ended June 30, 2023, Communications non-GAAP gross profit increased by $52.8 million, or 65%14%, compared to the same period last year. The increase in non-GAAP gross profit was primarily attributabledriven by the same factors impacting Communications segment’s total revenue and cost of sales, as described above, adjusted for a $0.3 million net decrease, in aggregate, in stock-based compensation, payroll taxes related to a $25.6 million increase in personnel costs, net of a $5.7 million increase in capitalized software development costs, largely as a result of a 45% average increase in our research and development headcount due to our continued focus on product development and enhancement. The increase was also due in part to a $1.9 million increase in cloud infrastructure fees to support the staging and development of our products, a $1.7 million increase in depreciationstock-based compensation and amortization a $1.4 million increase related to software licenses, a $1.3 million increase in outsourced engineering services and a $0.6 million increase in other professional fees.

of acquired intangibles.

In the ninethree months ended SeptemberJune 30, 2017, sales and marketing expenses2023, Data & Applications non-GAAP gross profit increased by $25.6$8.3 million, or 54%9%, compared to the same period last year. The increase in non-GAAP gross profit was primarily driven by the same factors impacting Data & Applications segment’s total revenue and cost of sales, as described above, adjusted for a $0.9 million net increase, in aggregate, in stock-based compensation, payroll taxes related to stock-based compensation and amortization of acquired intangibles.
Comparison of the Six Months Ended June 30, 2023 and 2022
Revenue
Six Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications$1,796,365 $1,604,158 $192,207 12%
Twilio Data & Applications247,960 214,559 33,401 16%
Consolidated total revenue$2,044,325 $1,818,717 $225,608 12%
In the six months ended June 30, 2023, Communications revenue increased by $192.2 million, or 12%, compared to the same period last year. This increase was primarily attributable to the increased usage of our products by our existing customers, as reflected in our Communications Dollar‑Based Net Expansion Rate of 105%, as well as an 11% increase in the number of Communications Active Customer Accounts from over 260,000 as of June 30, 2022 to over 289,000 as of June 30, 2023.
In the six months ended June 30, 2023, Data & Applications revenue increased by $33.4 million, or 16%, compared to the same period last year. This increase was primarily attributable to the increased usage of our products by our existing customers, as reflected in our Data & Applications Dollar‑Based Net Expansion Rate of 101%, as well as a 4% increase in the number of Data & Applications Active Customer Accounts from over 26,000 as of June 30, 2022 to over 27,000 as of June 30, 2023.
In the six months ended June 30, 2023, consolidated total revenue increased by $225.6 million, or 12%, compared to the same period last year. This increase was primarily attributable to the increased usage of our products by our existing customers, as reflected in our Dollar‑Based Net Expansion Rate of 105%, as well as an 11% increase in the number of Active Customer Accounts from over 275,000 as of June 30, 2022 to over 304,000 as of June 30, 2023.
39

Table of Contents
In the six months ended June 30, 2023, U.S. revenue and international revenue represented $1.4 billion or 66%, and $689.6 million, or 34%, respectively, of total revenue. In the six months ended June 30, 2022, U.S. revenue and international revenue represented $1.2 billion, or 65%, and $632.0 million, or 35%, respectively, of total revenue.
Cost of Revenue and Gross Margin
Six Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications
Cost of revenue$968,854 $882,785 $86,069 10 %
Gross margin46 %45 %
Twilio Data & Applications
Cost of revenue79,026 65,572 $13,454 21 %
Gross margin68 %69 %
Consolidated total
Cost of revenue$1,047,880 $948,357 $99,523 10 %
Gross margin49 %48 %
In the six months ended June 30, 2023, Communications cost of revenue increased by $86.1 million, or 10%, compared to the same period last year. The increase in cost of revenue was primarily attributable to a $17.8$91.3 million increase in personnelnetwork service providers’ costs, largelywhich support the growth in usage of our products driven by the growth in Communications Active Customer Accounts and the increased usage of our products by existing customers as a resultdescribed above.
In the six months ended June 30, 2023, Data & Applications cost of a 40% averagerevenue increased by $13.5 million, or 21%, compared to the same period last year. Fluctuations in cost of revenue categories were not significant either individually or in the aggregate.
In the six months ended June 30, 2023, consolidated total cost of revenue increased by $99.5 million, or 10%, compared to the same period last year. The increase in salescost of revenue was primarily attributable to a $91.3 million increase in network service providers’ costs, which support the growth in usage of our products driven by the growth in Active Customer Accounts and marketing headcountthe increase in usage of our products by existing customers as we continueddescribed above.
In the six months ended June 30, 2023, Communications gross margin percentage increased compared to expand our sales efforts inthe same period This increase was primarily driven by a 90 basis point increase due to the network service providers’ costs increasing at a lower rate relative to revenue, net of the impact of hedging instruments. This is due to a higher proportion of revenue being derived from the United States, and internationally,where margins are higher.
In the six months ended June 30, 2023, Data & Applications gross margin percentage decreased compared to the same period last year. This decrease was primarily driven by a $1.5 million150 basis point decrease due to the increase in advertising costs, a $1.4 millionamortization of capitalized internal-use software development costs.
In the six months ended June 30, 2023, consolidated total gross margin percentage increased compared to the same period last year. This increase was primarily driven by an increase in credit card processing fees due to increased volume, a $0.9 million increase in depreciation and amortization, a $0.7 million increase related to software licenses, a $0.6 million increase in employee travel, a $0.6 million increase in professional fees and a $0.5 million increase related to our SIGNAL conference.

the gross margin of the Communications segment as described above.

40

Table of Contents
Operating Expenses
Six Months Ended
June 30,
20232022Change
(Dollars in thousands)
Research and development$465,491 $520,252 $(54,761)(11)%
Sales and marketing521,485 622,864 (101,379)(16)%
General and administrative247,420 256,988 (9,568)(4)%
Restructuring costs136,844 — 136,844 100 %
Impairment of long-lived assets31,116 — 31,116 100 %
Total operating expenses$1,402,356 $1,400,104 $2,252 — %
In the ninesix months ended SeptemberJune 30, 2017, general2023, research and administrativedevelopment expenses increaseddecreased by $4.0$54.8 million, or 11%, compared to the same period last year. The increasedecrease was primarily attributable to our efforts to manage our cost structure, including the restructuring of our workforce in September 2022 and February 2023, and sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a $11.9 million increaseresult, in the six months ended June 30, 2023, the average research and development headcount.decreased by 2% compared to the same period last year. Total personnel costs largely asdecreased by $57.5 million, primarily driven by a result of a 28% average increase$36.2 million decrease in stock-based compensation expense, an $8.3 million decrease related to the headcount to support the growthsunsetting of our business domestically and internationally, a $3.6 million increase in professional services fees primarily related to our operations as a public company and our on-going litigation matters, a $2.1 million increase in facilities and related expenses, a $0.5 million increase related to software licensesemployee sabbatical program and a $0.2$13.0 million increasedecrease in business acquisitionother personnel costs. These increasesdecreases were partially offset by increases in other operating expense categories that were not significant either individually or in the releaseaggregate.
In the six months ended June 30, 2023, sales and marketing expenses decreased by $101.4 million, or 16%, compared to the same period last year. The decrease was attributable to our efforts to manage our cost structure, including the restructuring of $13.1our workforce in September 2022 and February 2023, and sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a result, total personnel costs decreased by $79.5 million, tax liability upon certain obligation settlementsdriven by a 14% average decrease in sales and estimate revisions, discussedmarketing headcount. The lower sales and marketing expenses were also due to a $12.5 million decrease in advertising expenses.
In the six months ended June 30, 2023, general and administrative expenses decreased by $9.6 million, or 4%, compared to the same period last year. The decrease was attributable to our efforts to manage our cost structure, including the restructuring of our workforce in September 2022 and February 2023, and sunsetting of our employee sabbatical program in the three months ended March 31, 2023. As a result, total personnel costs decreased by $38.2 million, driven by a 26% average decrease in general and administrative headcount. This decrease was partially offset by a $32.3 million loss on net assets held for sale and divestiture related to the sale of our ValueFirst business and our IoT assets and liabilities. For further detail inrefer to Note 10 (d) of the5 to our unaudited condensed consolidated financial statements included elsewhere in this quarterly reportQuarterly Report on Form 10-Q,10-Q.
In the six months ended June 30, 2023, we incurred $136.8 million in restructuring costs primarily as a result of our February 2023 Plan. For further detail refer to Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In the six months ended June 30, 2023, we incurred $31.1 million in impairment charges related to certain of our operating lease assets and other long-lived assets as a $1.7result of permanently closing several offices in the first half of 2023. For further detail refer to Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
41

Table of Contents
Segment Results of Operations
The following table presents the results for non-GAAP gross profit for each of our Communications and Data & Applications segments for the six months ended June 30, 2023:
Six Months Ended
June 30,
20232022Change
(Dollars in thousands)
Twilio Communications$865,211 $759,448 $105,763 14 %
Twilio Data & Applications202,806 181,543 21,263 12 %
Consolidated total non-GAAP gross profit$1,068,017 $940,991 $127,026 13 %
In the six months ended June 30, 2023, Communications non-GAAP gross profit increased by $105.8 million, or 14%, compared to the same period last year. The increase in non-GAAP gross profit was primarily driven by the same factors impacting Communications segment’s total revenue and cost of sales, as described above, adjusted for a $0.4 million net decrease, in stateaggregate, in stock-based compensation, payroll taxes related to stock-based compensation and otheramortization of acquired intangibles.
In the six months ended June 30, 2023, Data & Applications non-GAAP gross profit increased by $21.3 million, or 12%, compared to the same period last year. The increase in non-GAAP gross profit was primarily driven by the same factors impacting Data & Applications segment’s total revenue and cost of sales, as described above, adjusted for a $1.3 million net increase, in aggregate, in stock-based compensation, payroll taxes as we began collecting those in certain jurisdictions starting in the second quarterrelated to stock-based compensation and amortization of 2017.

acquired intangibles.

Liquidity and Capital Resources

To date, our

As of June 30, 2023, we had cash and cash equivalents of $675.1 million and short-term marketable securities of $3.0 billion. In any given period, cash and cash equivalents may consist of money market funds, reverse repurchase agreements and commercial paper. Short-term marketable securities consist primarily of U.S. treasury securities, non-U.S. government securities, high credit quality corporate debt securities and commercial paper. The cash and cash equivalents and short-term marketable securities are held for working capital purposes.
Our principal sources of liquidity have been (i) the net proceeds of $155.5$979.0 million, $1.4 billion and $64.4 million, after deducting$1.8 billion, net of underwriting discounts and offering expenses paid by us, from our initial public offeringequity offerings in June 20162019, August 2020 and February 2021, respectively; (ii) the aggregate net proceeds of approximately $984.7 million, after deducting purchaser discounts and debt issuance costs paid by us, from the issuance of our follow-on public offering2029 Notes and 2031 Notes in October 2016, respectively;March 2021 (each, as defined below); (iii) the net proceeds we received through private sales of equity securities, as well as$228.4 million, after deducting transaction costs paid by us, from settlement of our capped call arrangements in June 2021; and (iv) the payments received from customers using our products. From
Our primary uses of cash include operating costs, such as personnel-related costs, network service provider costs, cloud infrastructure costs, facility-related spending, as well as, from time to time, acquisitions, investments and share repurchases. Our principal contractual and other commitments consist of obligations under our inception through March 31, 2016,2029 Notes and 2031 Notes, our operating leases for office space that we completed several rounds of equity financing through the saleoccupy, sublease or hold to sublease, and contractual commitments to our cloud infrastructure and network service providers. Refer to Note 12 and Note 14(a) to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for discussions of our convertible preferred stock for total net proceedsobligations and commitments related to leases, debt and other purchase obligations.
We may, from time to time, consider acquisitions of, $237.1 million.  or investments in, complementary businesses, products, services, capital infrastructure or technologies which might affect our liquidity requirements, cause us to secure additional financing or issue additional equity or debt securities. There can be no assurance that additional credit lines or financing instruments will be available in amounts or on terms acceptable to us, if at all.
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We believe that our cash, and cash equivalents balances, ourand marketable securities portfolio andbalances, as well as the cash flows generated by our operations, will be sufficient to satisfy our anticipated cash needs for working capital and capital expendituresexpenditure needs, including authorized share repurchases, for at least the next 12 months.months and beyond. However, our belief may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titledPart II, Item 1A, “Risk Factors.” We may be required to seek additional equity or debt financing in order to meet these future capital requirements. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be adversely affected.

Additionally, cash from operations could also be affected by various risks and uncertainties in connection with the impact of an economic downturn or recession, significant market volatility in the global economy, timing and ability to collect payments from our customers and other risks detailed in Part II, Item 1A, “Risk Factors.”

Share Repurchase Program
In February 2023, our Board of Directors authorized a share repurchase program pursuant to which we may repurchase up to $1.0 billion in aggregate value of our Class A common stock. Repurchases under the program will be made through open market, private transactions or other means in compliance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans. We have discretion in determining the conditions under which shares may be repurchased from time to time. The program expires on December 31, 2024.
In the three and six months ended June 30, 2023, we purchased $370.0 million in aggregate value, or 6.4 million shares, and $495.0 million in aggregate value, or 8.3 million shares, respectively, of our Class A common stock on the open market under this program. Approximately $505.0 million of the originally authorized amount remains available for future repurchases.
2029 Notes and 2031 Notes
In March 2021, we issued and sold $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Notes are described in detail in Note 13 to our Annual Report on Form 10-K filed with the SEC on February 27, 2023.
Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):

 

 

Nine Months
Ended September 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Cash provided by (used in) operating activities

 

$

(7,054

)

$

4,419

 

Cash used in investing activities

 

(235,795

)

(21,814

)

Cash provided by financing activities

 

29,002

 

160,785

 

Effect of exchange rate changes on cash and cash equivalents

 

88

 

 

Net increase (decrease) in cash and cash equivalents

 

$

(213,759

)

$

143,390

 

flows:
Six Months Ended
  June 30,
20232022
(In thousands)
Cash used in operating activities$(14,220)$(80,141)
Cash provided by (used in) investing activities509,777 (635,629)
Cash (used in) provided by financing activities(469,356)34,402 
Effect of exchange rate changes on cash, cash equivalents and restricted cash108 313 
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified as held for sale$26,309 $(681,055)
Cash, cash equivalents and restricted cash classified as held for sale(7,306)— 
Net increase (decrease) in cash, cash equivalents and restricted cash$19,003 $(681,055)
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Cash Flows from Operating Activities

In the ninesix months ended SeptemberJune 30, 2017,2023, cash used in operating activities consisted primarily of our net loss of $44.8$508.3 million adjusted for non-cash items, including $36.0$323.9 million of stock-based compensation expense $13.4which included the impact of our February 2023 Plan, $146.4 million of depreciation and amortization expense, $62.8 million of our share of losses from an equity method investment, $46.2 million of impairment of an investment that we acquired in 2021, $36.1 million amortization of deferred commissions, $31.1 million of impairment of operating lease assets and $12.0other long-lived assets, $32.3 million loss on net assets held for sale or divested, $16.1 million of non-cash reduction in our operating right-of-use asset, and $241.2 million of cumulative changes in operating assets and liabilities. With respect to changes in operating assets and liabilities, accounts receivable and prepaid expenses increased $137.2 million primarily due to revenue growth, timing of cash receipts and prepayments and certain operating expenses. Accounts payable and other current liabilities remained unchangeddecreased $57.9 million primarily driven by an $18.1 million decrease in the sabbatical benefit accrual as a result of lower headcount and deferred revenue increased $3.4sunsetting of the program. Operating lease liabilities decreased $27.9 million due to increasespayments made against our operating lease obligations. Other long-term assets increased $19.2 million primarily due to an increase in transaction volumes which were partially offset by the $13.1 million releasesales commissions balances related to the growth of tax liability upon certain obligation settlementsour business. The loss on net assets held for sale and estimate revisions, discussed in detaildivested, the impairment of operating lease assets and other long lived assets, and the details of the February 2023 Plan are described further in Note 10 (d) of the5, Note 6, and Note 7, respectively, to our unaudited condensed consolidated financial statements included elsewhere in this quarterly reportQuarterly Report on Form 10-Q. Accounts receivable and prepaid expenses increased $14.2 million, which resulted primarily from the timing of cash receipts from certain of our larger customers, pre-payments for cloud infrastructure fees and certain operating expenses.

In the ninesix months ended SeptemberJune 30, 2016,2022, cash provided byused in operating activities consisted primarily of our net loss of $28.7$544.4 million adjusted for non-cash items, including $15.6$397.4 million of stock-based compensation expense, $5.3$137.7 million of depreciation and amortization expense, $25.5 million of non-cash reduction to our operating right-of-use asset, $26.1 million amortization of deferred commissions and $11.0$160.0 million of cumulative changes in operating assets and liabilities. With
respect to changes in operating assets and liabilities, accounts receivable and prepaid expenses increased $149.8 million primarily due to revenue growth, the timing of cash receipts and prepayments of our cloud infrastructure fees and certain operating expenses. Accounts payable and other current liabilities increased $20.9 million and deferred revenue increased $3.3$85.1 million primarily due to increases in transaction volumes and additional accruals of sales and other taxes.volumes. Operating lease liabilities decreased $31.1 million due to payments made against our operating lease obligations. Other long-term liabilitiesassets increased $9.6$52.5 million primarily due to the $9.5 millionan increase in the deferred rentsales commissions balances related to our new office lease in San Francisco, California.  These increases were partially offset by an increase in accounts receivable and prepaid expenses of $22.8 million, which resulted from the growth of our business, the timing of cash receipts from certain of our larger customers, pre-payments for cloud infrastructure fees and certain operating expenses and an $8.0 million increase related to the tenant improvement allowance under our new San Francisco, California office lease.

business.

Cash Flows from Investing Activities

In the ninesix months ended SeptemberJune 30, 2017,2023, cash used inprovided by investing activities was $235.8$509.8 million primarily consisting of $193.2$538.3 million of proceeds from sales and maturities of marketable securities, net of purchases of marketable securities net of maturities, a $22.6 million payment for a business acquisition, net of cash acquired, an $12.3and other investments; $20.1 million related to capitalized software development costs and a $8.6$8.3 million increase inrelated to purchases of capital assets primarily related to the leasehold improvements under our new office lease.

long-lived assets.

In the ninesix months ended SeptemberJune 30, 2016,2022, cash used in investing activities was $21.8$635.6 million primarily consisting of a $7.4 million increase in restricted cash mainly to secure our new San Francisco, California office lease, $8.4$570.8 million of payments forproceeds from sales and maturities of marketable securities, net of purchases of marketable securities and other investments, which includes $750.0 million paid to acquire our equity method investment in Syniverse; $31.7 million of net cash paid to acquire other businesses, $22.4 million related to capitalized software development as we continuedcosts and $10.8 million related to build new products and enhance our existing products, and a $5.3 million increase in purchases of capital assets primarily related to the leasehold improvements under our new office lease.

long-lived assets.

Cash Flows from Financing Activities

In the ninesix months ended SeptemberJune 30, 2017,2023, cash provided byused in financing activities was $29.0$469.4 million primarily consisting of $22.5$485.1 million of cash paid to repurchase 8.3 million shares of our Class A common stock in the open market, including related costs, and $9.8 million in principal payments on debt and finance leases, offset by $28.1 million in proceeds from stock options exercisesexercised by our employees and $7.4 million proceeds from shares issued under our employee stock purchase plan.

In the ninesix months ended SeptemberJune 30, 2016,2022, cash provided by financing activities was $160.8$34.4 million primarily consisting of $160.4$41.7 million of proceeds raised in our initial public offering, net of underwriting discounts, and $4.8 million of proceeds from stock options exercisesexercised by our employees. These cash inflows were partiallyemployees, offset by $3.9$6.2 million in principal payments on debt and finance leases.
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Table of costs paid in connection with our initial public offering.

Contents

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, stock-based compensation, the valuation of goodwill and intangible assets, internal-use software development costs, accruals and legal contingencies have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discloseddescribed in our Annual Report on Form 10-K.

Recently Issued10-K filed with the SEC on February 27, 2023.

Recent Accounting Guidance

SeePronouncements Not Yet Adopted

Refer to Note 2 ofto the notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a summarydiscussion of recently issuedrecent accounting pronouncements not yet adopted.
Available Information
Our filings are available to be viewed and adopted accounting pronouncements.

Contractual Obligations and Other Commitments

downloaded free of charge through our investor relations website after we file them with the SEC. Our principal commitments consist of obligations underfilings include our operating leases for office space and contractual commitments to our cloud infrastructure and network service providers. There have been no material changes to our principle commitments described in our most recent Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

10-K, Quarterly Reports on Form 10-Q, our Proxy Statement for our annual meeting of stockholders, Current Reports on Form 8-K and other filings with the SEC. Our investor relations website is located at http://investors.twilio.com. The SEC also maintains a website that contains periodic and current reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

We havewebcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. Further corporate governance information, including our corporate governance guidelines and code of business conduct and ethics, is also available on our investor relations website under the heading “Governance.” The contents of our websites are not enteredintended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any off-balance sheet arrangementsother report or document we file with the SEC, and do not have any holdings in variable interest entities.

references to our websites are intended to be inactive textual references only.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks in the ordinary course of our business. These risks primarily include interest ratebusiness, including sensitivities as follows:

Interest Rate Risk

We had cash and cash equivalents of $91.9$675.1 million and marketable securities of $192.0 million$3.0 billion as of SeptemberJune 30, 2017.  Cash2023. In any given period, cash and cash equivalents may consist of bank deposits, and money market funds.funds, reverse repurchase agreements and commercial paper. Marketable securities consist primarily of U.S. treasury securities, non-U.S. government securities and high credit quality corporate debt securities. The cash and cash equivalents and marketable securities are held for working capital purposes. Such interest-earninginterest‑earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. In March 2021, we issued $1.0 billion aggregate principal amount of our 2029 Notes and 2031 Notes carrying fixed interest rates of 3.625% and 3.875%, respectively. Due to the short-termshort‑term nature of our investments and fixed rate nature of our debt, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our unaudited condensed consolidated financial statements.

statements included elsewhere in this Quarterly Report on Form 10-Q.

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Currency Exchange Risks

The functional currency of most of our foreign subsidiaries is the U.S. dollar. Therefore, we are exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars. The local currencies of our foreign subsidiaries are the Australian dollar, the Bermuda dollar, the Brazilian real, the British pound, the Euro,Canadian dollar, the Colombian peso, the Singapore dollar,Czech Republic koruna, the Euro, the Hong Kong dollar, the Indian rupee, the Japanese yen, the Mexican peso, the Polish zloty, the Serbian dinar, the Singapore dollar and the Swedish Krona. Ourkrona.
The majority of our subsidiaries remeasure monetary assets and liabilities at period-end exchange rates, while non-monetary items are remeasured at historical rates. Revenue and expense accounts are remeasured at the average exchange rate in effect during the fiscal year.month in which a transaction occurs. If there is a change in foreign currency exchange rates, the conversion of our foreign subsidiaries’ financial statements into U.S. dollars would result in a realized gain or loss which is recorded in our consolidated statements of operations. operations included elsewhere in this Quarterly Report on Form 10-Q.
We do not currently engage in anyenter into foreign currency derivative hedging activitytransactions to reducemitigate our potential exposure to market risks that may result from changes in foreign currency fluctuations, although we may chooseexchange rates. For further information, refer to do soNote 9 to our unaudited condensed consolidated financial statements included elsewhere in the future. this Quarterly Report on Form 10-Q.
A hypothetical 10% change in foreign exchange rates during any of the periods presented would not have had a material impact on our unaudited condensed consolidated financial statements.

Item 4.Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officerChief Executive Officer and principal financial officer,Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on suchthis evaluation, our principal executive officerChief Executive Officer and principal financial officer haveChief Financial Officer concluded that, as of such date,June 30, 2023, our disclosure controls and procedures were effective.

effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b)    Changes in Internal Control

There

In connection with the reorganization and related impacts described in Note 8 and Note 10 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, in the second quarter of 2023, we modified the design of certain of our internal controls over activities related to accumulation, recording and reporting of information in our financial statements on a reporting unit level. Other than these changes, there were no other changes in our internal control over financial reporting in connection with the evaluation required by RulesRule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Qthree months ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c)    Inherent Limitations on Effectiveness of Controls

Our management, including our chiefprincipal executive officer and chiefprincipal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Companyorganization have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effectivecost‑effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On April 30, 2015, Telesign Corporation, or Telesign, filed a lawsuit against us in the United States District Court, Central District of California (“Telesign I”). Telesign alleges that we are infringing three U.S. patents that it holds: U.S. Patent No. 8,462,920 (“‘920”), U.S. Patent No. 8,687,038 (“‘038”) and U.S. Patent No. 7,945,034 (“‘034”). The patent infringement allegations in the lawsuit relate

Refer to Note 14(b) to our Programmable Authentication products,unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of our two-factor authentication use case and an API tool to find information about a phone number. We have petitioned the U.S. Patent and Trademark Office for inter partes review of the patents at issue. On July 8, 2016, the U.S. PTO denied our petition for inter partes review of the ‘920 and ‘038 patents. After the U.S. PTO held its hearing on the ‘034 patent inter partes review, on June 26, 2017, it upheld the patentability of the ‘034 patent, adopting Telesign’s narrow construction of its patent.

On March 28, 2016, Telesign filed a second lawsuit against us in the United States District Court, Central District of California (“Telesign II”), alleging infringement of U.S. Patent No. 9,300,792 (“‘792”) held by Telesign. The ‘792 patent is in the same patent family as the ‘920 and ‘038 patents asserted in Telesign I. On March 8, 2017, in response to a petition by the Company, the U.S. PTO issued an order instituting the inter partes review for the ‘792 patent. A final written decision is expected by March 2018.  On March 15, 2017, Twilio filed a motion to consolidate and stay related cases pending the conclusion of the now instituted ‘792 patent inter partes review.  On May 16, 2017, the court issued an order to consolidate the Telesign I and Telesign II matters and stay the consolidated case until the completion of the inter partes review of the’792 patent. With respect to each of the patents asserted in Telesign I and Telesign II, the complaints seek, among other things, to enjoin us from allegedly infringing the patents along with damages for lost profits.

On December 1, 2016, we filed a patent infringement lawsuit against Telesign in the United States District Court, Northern District of California, alleging indirect infringement of United States Patent No. 8,306,021, United States Patent No. 8,837,465, United States Patent No. 8,755,376, United States Patent No. 8,736,051, United States Patent No. 8,737,962, United States Patent No. 9,270,833, and United States Patent No. 9,226,217. Telesign filed a motion to dismiss the complaint on January 25, 2017. In two orders, issued on March 31, 2017 and April 17, 2017, the Court granted Telesign’s motion to dismiss with respect to the ‘962, ‘833, ‘051 and ‘217 patents, but denied Telesign’s motion to dismiss as to the ‘021, ‘465 and ‘376 patents. This litigation is currently ongoing.

On February 18, 2016, a putative class action complaint was filed in the Alameda County Superior Court in California, entitled Angela Flowers v. Twilio Inc. The complaint alleges that our products permit the interception, recording and disclosure of communications at a customer’s request and are in violation of the California Invasion of Privacy Act. The complaint seeks injunctive relief as well as monetary damages. On May 27, 2016, we filed a demurrer to the complaint. On August 2, 2016, the court issued an order denying the demurrer in part and granted it in part, with leave to amend by August 18, 2016 to address any claims under California’s Unfair Competition Law. The plaintiff opted not to amend the complaint. Discovery has already begun and a hearing on the class certification motion is set for December 2017.

We intend to vigorously defend these lawsuits and believe we have meritorious defenses to each matter in which we are a defendant. However, litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition.

In addition to the litigation discussed above, from time to time, we may be subject tocurrent material legal actions and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

proceedings.

Item 1A. Risk Factors

Investing in our Class A common stock involves a high degree of risk. A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, appearing elsewherebefore making a decision to invest in this Quarterly Report on Form 10-Q.our Class A common stock. The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business, financial condition, results of operations and prospectsfinancial condition could be materially and adversely affected. In that event, the market price of our Class A common stock could decline.

decline, and you could lose part or all of your investment.

Risk Factor Summary
Our business operations are subject to numerous risks and uncertainties, including those outside of our control, that could cause our business, results of operations, and/or financial condition to be harmed, including risks regarding the following:
Risks Related to Our Business and Industry
the impact of macroeconomic uncertainties;
fluctuations in our quarterly results and our ability to meet securities analysts’ and investors’ expectations;
the effectiveness of actions taken to restructure our business in alignment with our strategic priorities;
the potential disruption caused by the reorganization of our business into business units;
our ability to maintain and grow our relationships with existing customers such that they increase their usage of our platform;
our ability to attract new customers in a cost-effective manner and increase adoption of our products by enterprises;
the evolution of the market for our products and platform, including the continued adoption of such by developers;
our ability to effectively manage our growth;
our ability to compete effectively in an intensely competitive market;
our history of losses and uncertainty about our future profitability;
our ability to hire, integrate and retain highly skilled personnel;
our ability to maintain and enhance our brand and increase market awareness of our company and products;
our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements or preferences;
disruptions or deterioration in the quality of service and connectivity by third-party service providers;
a failure to set optimal prices for our products;
significant risks associated with expansion of our international operations;
our reliance on our largest customers to generate a significant amount of our revenue;
our ability to integrate and achieve the expected benefits of acquisitions, partnerships and investments;
Risks Related to Cyber Security, Data Privacy and Intellectual Property
any breaches of our networks or systems, or those of AWS or our service providers;
our substantial reliance on AWS to operate our platform;
our actual or perceived failure to comply with increasingly stringent laws, regulations and obligations relating to privacy, data protection and data security;
our ability to protect our intellectual property rights;
47


our use of open source software;
Risks Related to Legal and Regulatory Matters
our ability to comply with telecommunications-related regulations, and the impact of future legislative or regulatory actions;
our ability to obtain or retain geographical, mobile, regional, local or toll-free numbers and to effectively process requests to port such numbers in a timely manner due to industry regulations;
federal legislation and international laws imposing obligations on the senders of commercial emails;
fraudulent usage of or activity relating to our products;
changes in laws and regulations related to the Internet or its infrastructure;
compliance with applicable laws and regulations, including export control, economic trade sanctions, and anti-corruption regulations;
standards imposed by private entities and inbox service providers that interfere with the effectiveness of our platform;
any legal proceedings or claims against us;
Risks Related to Financial and Accounting Matters
exposure to foreign currency exchange rate fluctuations;
our substantial indebtedness that may decrease our business flexibility;
our ability to obtain additional capital to support our business and its availability on acceptable terms;
changes to segment reporting as a result of the Reorganization;
the accuracy of our estimates and judgments related to our critical accounting policies;
changes in accounting standards that may cause adverse financial reporting fluctuations;
our failure to maintain an effective system of disclosure controls and internal control over financial reporting;
Risks Related to Tax Matters
our ability to use our net operating losses and certain other tax attributes to offset future taxable income and taxes;
additional tax liabilities or potentially adverse tax consequences on our global operations and structure;
changes in tax rules and regulations;
Risks Related to Ownership of Our Class A Common Stock
volatility of the trading price of our Class A common stock;
potential decline in the market price of our Class A common stock due to substantial future sales of shares;
the possibility that we may not realize the anticipated long-term stockholder value of our share repurchase program;
securities or industry analysts changing their recommendations regarding our Class A common stock; and
anti-takeover provisions contained in our governing documents and the exclusive forum provision in our bylaws.
Risks Related to Our Business and Our Industry

Global economic and political conditions, including macroeconomic uncertainties, may continue to adversely impact our business, results of operations and financial condition.
Global economic and business activities continue to face widespread macroeconomic uncertainties, including changes in the labor market and supply chain disruptions, inflation and monetary supply shifts, volatility in the banking and financial services sectors, and recession risks, which may continue for an extended period. Additionally, the instability in the geopolitical environment in many parts of the world, including from the war in Ukraine, may continue to put pressure on and lead to uncertain economic conditions. These macroeconomic conditions have resulted in, and may continue to result in, decreased business spending by our current and prospective customers and business partners, reduced demand for our products, lower renewal rates by our customers, longer or delayed sales cycles, including current and prospective customers delaying contract signing or contract renewals, reduced budgets or minimum commitments related to the products that we offer, or delays in customer payments or our ability to collect accounts receivable, all of which could have an adverse impact on our business, results of operations and financial condition.

The current macroeconomic environment has constrained the budgets and financial resources of some of our current and prospective customers, which has caused the impacted current and prospective customers to become more budget-conscious, to delay and/or reduce spending. Given that a majority of our revenue is usage-based and impacted by general consumer sentiment
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and activity, our business may be more immediately and severely impacted by adverse macroeconomic conditions than those that rely primarily on software-as-a-service (“SaaS”) subscription revenue. The current macroeconomic environment has caused certain customers without long-term contracts with us to reduce or terminate their usage of our products without notice or termination changes, which has negatively impacted, and may in the future negatively impact, Communications revenue. Similarly, the current macroeconomic environment has caused certain customers to renegotiate existing contracts on less advantageous terms to us than those currently in place, default on payments due on existing contracts, or fail to renew at the end of their current contract term, which has had, and may continue to have, a negative impact on our Data & Applications revenue. A prolonged economic slowdown could exacerbate these negative effects on revenue and revenue growth in both our Communications and Data & Applications business units. Additionally, when customers fail to pay us or reduce their spending with us, we may be adversely affected by an inability to collect amounts due, the costs of enforcing the terms of our contracts, including through litigation, and/or a reduction in revenue. For example, in February 2023, one of our customers, Oi SA, a Brazilian telecom company, initiated reorganization proceedings in a Brazilian bankruptcy court as well as a secondary proceeding under Chapter 15 in the United States and exposed us to risks on collections of pre-petition receivables and ongoing revenue.

Many of our customers are in industries that have been negatively impacted by recent macroeconomic conditions, including customers in social media, cryptocurrencies, retail and e-commerce, consumer packaged goods, direct-to-consumer and other industries dependent on consumer spending, and the concentration of our customer base within these industries could exacerbate the effects of weakening macroeconomic conditions on our business. For example, we have generally experienced, and expect to continue to experience, longer sales cycles when engaging with current and potential customers in industries negatively impacted by macroeconomic conditions. Our products are also utilized by many small and medium-sized businesses, which have been, and may continue to be, adversely affected by the current economic downturn to a greater extent than larger enterprises with greater financial resources. To the extent that the effects of the current macroeconomic environment continue to adversely affect our business and the businesses of our current and prospective customers, our results of operations and financial condition may continue to be harmed, and many of the other risks described in this “Risk Factors” section will be exacerbated.
Our quarterly and annual results of operations have fluctuated in the past and may continue to do so in the future. As a result, we may fail to meet securities analysts’ and investors’ expectations, which could cause the price of our Class A common stock to decline.
Our quarterly and annual results of operations, including our revenue, cost of revenue, gross margin and operating expenses, have fluctuated in the past and may continue to do so in the future due to a variety of factors, many of which are outside of our control. These fluctuations and the related impacts to any earnings guidance we may issue from time to time could cause the price of our Class A common stock to change significantly or experience declines. In addition to the other risks described in this “Risk Factors” section, some of the factors that may result in fluctuations to our results of operations include:
fluctuations in demand for, pricing of, or usage of, our products, including due to the effects of global macroeconomic conditions, competition, and differing levels of demand for our products based on changing customer priorities, resources, financial conditions and economic outlook;
general economic conditions, including a downturn or recession, rising inflation and rising interest rates, geopolitical uncertainty and instability;
the expected costs and benefits of our business unit reorganization and changes to our leadership structure;
the amount and timing of costs, including any adverse effects associated with, our recent workforce reductions;
our ability to attract and retain new customers, obtain renewals from existing customers and cross-sell or otherwise increase revenue from existing customers;
our ability to introduce new products and enhance existing products;
our ability to leverage more of our self-service capabilities for customers;
competition and the actions of our competitors, including pricing changes and the introduction of new products, services and geographies;
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significant security breaches or incidents impacting our platform, or interruptions to, the delivery and use of our products;
changes in cloud infrastructure, network services and other third-party technology, including the fees charged by their providers;
the rate productivity of our salesforce, including our enterprise salesforce;
the length and complexity of the sales cycle for our products, especially for sales to larger enterprises, government and regulated organizations;
changes in the mix of products that our customers use during a particular period;
changes in the mix or amount of products sold in the United States versus internationally;
the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;
expenses in connection with mergers, acquisitions, dispositions, or other strategic transactions;
the timing of customer payments and our ability to collect accounts receivable from customers;
rising inflation and our ability to control costs, including our operating expenses;
the amount and timing of costs associated with recruiting, training and integrating new employees, and retaining existing employees;
changes in foreign currency exchange rates and our ability to effectively hedge our foreign currency exposure;
extraordinary expenses such as litigation or other dispute-related settlement payments;
changes in laws, industry standards and regulations that affect our business;
sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;
the impact of new accounting pronouncements; and
fluctuations in stock-based compensation expenses.
The occurrence of one or more of the foregoing and other factors may cause our results of operations to vary significantly. As such, comparing our operating results on a period-to-period basis may not be meaningful and should not be relied upon as an indication of future performance. In addition, a significant percentage of our operating expenses is fixed in nature and is based on forecasted revenue trends. Accordingly, in the event of a revenue shortfall, we may not be able to mitigate the negative impact on our net income (loss) and margins in the short term. If we fail to meet or exceed the expectations of investors or securities analysts, then the trading price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.
Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.
In September of 2022, we reduced our workforce by approximately 11%, and in February 2023, we reduced our workforce by an additional approximately 17%. While our reductions in force and other efforts to restructure our business were designed to reduce operating costs, improve operating margins and shift our selling capacity to accelerate software sales, we may encounter challenges in the execution of these efforts that could prevent us from recognizing the intended benefits of such efforts or otherwise adversely affect our business, results of operations and financial condition.
As a result of the reductions in force, we have incurred, and may continue to incur additional costs in the short-term, including cash expenditures for employee transitions, notice period and severance payments, employee benefits and related facilitation costs, as well as non-cash expenditures related to vesting of share-based awards. These additional cash and non-cash
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expenditures could have the effect of reducing our operating margins. Our reductions in force may result in other unintended consequences, including employee attrition beyond our intended reduction in force, which may also be further exacerbated by the actual or perceived declining value of our equity awards; damage to our corporate culture and decreased employee morale among our remaining employees, including as a result of reduced employee perks; diversion of management attention; damage to our reputation as an employer, which could make it more difficult for us to hire new employees in the future; and the loss of institutional knowledge and expertise of departing employees. If we experience any of these adverse consequences, our reductions in force and other restructuring efforts may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.
In addition, our reductions in force and other restructuring efforts could lead us to fail to meet, or cause delays in meeting, our operational and growth targets. While positions have been eliminated, functions that they performed remain necessary to our operations, and we may be unsuccessful in effectively and efficiently distributing the duties and obligations of departed employees among our remaining employees. The reduction in our workforce could also prevent us from pursuing new opportunities and initiatives or require us to adjust our growth strategy. As part of our reductions in force, we have reduced the size of our sales force to drive further efficiencies in our sales operations. With a smaller workforce, we are relying more heavily on our self-service model to drive sales of our Communications products to customers that do not require direct account coverage. Our self-service capabilities may not be as successful as we anticipate, and our efforts to accelerate Data & Applications sales may not be effective or may take longer than we expect to drive growth. If these factors lead us to fail to meet our operational and growth targets or to delays in meeting such targets, our business, results of operations and financial condition may be adversely affected.
As we continue to identify areas of cost savings and operating efficiencies, we may consider implementing further measures to reduce operating costs and improve operating margins. We may not be successful in implementing such initiatives, including as a result of factors beyond our control. If we are unable to realize the anticipated savings and efficiencies from our reductions in force, other restructuring efforts and future strategic initiatives, our business, results of operations and financial condition could be harmed.
In the first quarter of 2023, we reorganized our business into business units, and we have since adopted a two-segment reporting structure. These changes may be disruptive to our business and may not have the desired effects.
In the first quarter of 2023, we reorganized our business into two business units – Twilio Communications and Twilio Data & Applications – to enable us to develop the organization and systems to successfully operate a multi-product business and to better align our sales resources with customer and market opportunities. In addition, as the business units were created based on how management views and evaluates our business, beginning with the quarter ended June 30, 2023, we changed our operating and reporting segment structure from one reportable segment to two reportable segments, and revised our prior period presentation to conform to the new segments.
Our business unit reorganization and changes in our segment reporting structure have required, and will continue to require significant expenditures, allocation of valuable management resources, and significant demands on our operational and financial infrastructure. This could lead to a number of risks, including: actual or perceived disruption of service or reduction in service standards to our customers; the failure to preserve adequate internal controls as we reorganize our general and administrative functions, including our information technology and financial reporting infrastructure; the failure to preserve partnership, sales and other important relationships and to resolve conflicts that may arise; loss of sales as we eliminate certain sales positions, reorganize our sales teams into business units, and focus on leveraging our self-service capabilities; failure to develop effective cross-selling motions between the businesses; failure of the business units to drive efficiencies and leverage; diversion of management attention from ongoing business activities and core business objectives in order to manage operational changes; and the failure to maintain our corporate culture, employee morale and productivity, and to retain highly skilled employees due to reductions in our workforce and changes in leadership structure. Because of these and other factors, we cannot predict whether we will realize the purpose and anticipated benefits of Reorganization and segment reporting changes, and if we do not, our business, results of operations and financial condition could be adversely affected.

There is no guarantee that investors, analysts or the market will understand or favorably view the changes we make to our financial reporting in connection with the shift from one to two segments or that any such changes will have the desired effect. Failure of investors or analysts to understand our revised segment reporting structure may negatively affect their ability to understand our business and operating results, which could adversely affect our stock price. In addition, we test for goodwill impairment at the reporting unit level and consider the difference between the fair value of a reporting unit and its carrying
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value when determining whether any impairment exists. There can be no assurance that the change to our segment reporting structure will not result in impairment charges in future periods, which could harm our operating results.

Our business depends on customers increasing their use of our products, and a loss of customers or decline in their use of our products could adversely affect our business, results of operations and financial condition.
Our revenue grows as customers increase their usage of a product, extend their usage of a product to new applications or adopt a new product that we offer. The majority of our revenue is usage-based and our ability to grow and generate incremental revenue depends, in part, on our ability to maintain and grow our relationships with existing customers and to have them increase their usage of our platform. If our customers do not increase their use of our products, then our revenue may decline. The majority of our customers are charged based on their usage of our products. Most customers do not have long-term contractual financial commitments to us and, therefore, most of our customers may reduce or cease their use of our products at any time without penalty or termination charges. Customers may terminate or reduce their use of our products for any number of reasons, including if they are not satisfied with our products, the value proposition of our products or our ability to meet their needs and expectations, or due to their use of competitors’ products. For example, prior instances of disruptions in our cloud communications platform impacted our customers’ ability to use products on our platform for up to several hours at a time. Issues with our products have caused, and may in the future cause, us to incur certain costs associated with offering credits to our affected customers, which have had, and in the future may have, an adverse impact on customer satisfaction and our ability to retain or attract customers.
Additionally, we believe our ability to provide customers with high-quality, effective customer support services at all stages of the process is a crucial component of maintaining customer satisfaction, generating increased customer usage of our products and ultimately retaining customers. Our inability to devote sufficient resources to effectively assist our customers could adversely affect our ability to retain existing customers and could disincentivize prospective customers from adopting our products. We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to modify the nature, scope and delivery of our customer support in order to compete with changes in the support services provided by our competitors. Our sales are highly dependent on our business reputation and on positive recommendations from our customers. Our inability to provide high-quality customer support, or a market perception that we do not maintain high-quality customer support, could erode the trust of current and potential customers and adversely affect our reputation.
Customer usage of our products is generally outside of our control and therefore it is difficult to accurately predict customers’ usage levels. The loss of customers or reductions in their usage levels of our products may each have a negative impact on our business, results of operations and financial condition. Our Dollar-Based Net Expansion Rate may decline in the future if customers are not satisfied with our products and related customer service experience, the value proposition of our products or our ability to meet their needs and expectations. If a significant number of customers cease using, or reduce their usage of our products, including due to cost-saving measures in the face of macroeconomic uncertainty or changes in the competitive landscape, then we may be required to spend significantly more on sales and marketing than we currently expect in order to maintain or increase revenue from customers. Such additional sales and marketing expenditures could adversely affect our business, results of operations and financial condition.
If we are unable to attract new customers in a cost-effective manner, sell additional products to our existing customers or develop new products and enhancements to our products that achieve market acceptance then our business, results of operations and financial condition would be adversely affected.
To grow our business, we must continue to attract new customers in a cost-effective manner, increase revenue from existing customers, and increase gross margins, each of which depends in part on our ability to enhance and improve our existing products, increase adoption and usage of our products, and introduce new products, particularly products with higher gross margins. We use a variety of marketing channels to promote our products and platform, such as developer events and developer evangelism, search engine marketing and optimization, regional customer events, email campaigns, billboard advertising and public relations initiatives. If the costs of the marketing channels we use increase, then we may choose to use alternative and less expensive channels, which may not be as effective as the channels we currently use. We have made in the past, and may make in the future, significant expenditures and investments in new marketing campaigns, and we cannot guarantee that any such investments will lead wider adoption of our products or to the cost-effective acquisition of additional customers. If we are unable to maintain effective marketing programs, then our ability to efficiently attract new customers could be adversely affected and we may not be able to attract the number and types of new customers we are seeking.
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In addition, our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing products and to introduce compelling new products that reflect the changing nature of our markets, technological advances and industry standards. The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may require reworking features and capabilities, may have interoperability difficulties with our platform or other products or may not achieve the broad market acceptance necessary to generate significant revenue or increase our gross margins. Furthermore, our ability to increase the usage of our products depends, in part, on the development of new use cases for our products, which is typically driven by our developer community and may be outside of our control. Our ability to generate usage of additional products by our customers may also require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop and drive adoption of new products, and increase our gross margins, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition would be adversely affected. The adoption of our products, and the development of enhancements and new products, also depends, in part, on our ability to anticipate complex and uncertain emerging technologies, changes to customers’ needs and expectations, and shifts in industry standard practices. Anticipating these factors requires that we allocate significant resources without any guarantee that any such investments and efforts will result in wider adoption of our products in the marketplace. If we are unable to adequately anticipate these changes, then our business and financial condition could be adversely affected.
Additionally, the success of our existing products and any new products we introduce depends, in part, on our ability to integrate them with third-party products used by us or our customers. The providers of such third-party products may modify the features, functionality, pricing, and other terms and conditions with respect to such products in a manner adverse to us and to our customers that use such third-party products in connection with our products. If we are unable to maintain the integrations between our products with such third-party products, our ability to meet the needs and expectations of our current and prospective customers could be adversely affected and adversely affect our business.
If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop and drive adoption of new products, maintain integrations with third-party products, anticipate changes in technology, customers’ needs and expectations, or industry standards, and increase our gross margins, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition would be adversely affected.
If we are unable to increase adoption of our products by enterprises, our business, results of operations and financial condition may be adversely affected.
Historically, a majority of our revenue has been generated as a result of software developers adopting our products through our self-service model. Our ability to increase our customer base, especially among enterprises, and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus and train our sales, marketing and other employees. Our ability to convince enterprises to adopt our products will depend, in part, on our ability to attract and retain sales employees with experience selling to enterprises. We believe that there is significant competition for experienced sales professionals with the skills and technical knowledge that we require. Even if we are successful in hiring qualified sales employees, new hires require significant training and experience before they achieve full productivity, particularly for sales efforts targeted at enterprises and new territories. Our recent hires and planned hires may not become as productive as quickly as we expect, and we may encounter difficulties or be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Because we do not have a long history of targeting our sales efforts at enterprises, we cannot predict whether, or to what extent, our sales will increase as we organize and train our sales force or how long it will take for sales employees to become productive.
As we seek to increase the adoption of our products by enterprises, including products like Segment and Engage, which are primarily aimed at complex customer data platform implementations at larger companies, and Flex, which is primarily aimed at complex contact center implementations at larger companies, we expect to incur higher costs and longer sales cycles. In the enterprise market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, including legal, security, compliance, procurement, operations and information technology (“IT”). In addition, while enterprise customers may quickly deploy our products on a limited basis, before they will commit to deploying our products at scale, they often require extensive education about our products and significant customer support time and also engage in protracted pricing and contract negotiations, which may be exacerbated by changing inflationary pressure and reduced IT budgets and may result in higher costs and longer sales cycles. In addition, sales cycles for enterprises are inherently more complex and less predictable than the sales through our self-service model, and some enterprise customers may not use
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our products enough to generate revenue that justifies the cost to obtain such customers. These complex and resource-intensive sales efforts could place additional strain on our product and engineering resources. Further, enterprises, including some of our customers, may choose to develop their own solutions that do not include our products. They may also demand reductions in pricing as their usage of our products increases, notwithstanding increased costs incurred by us to provide such products, which could have an adverse impact on our gross margin. Additionally, economic recessions or slowdowns can result in our enterprise customers terminating their arrangements with us, longer sales cycles, and reduced or limited contract values as enterprise organizations focus on general cost reductions in the face of macroeconomic uncertainty. As a result of our limited experience selling and marketing to enterprises, our efforts to sell to these potential customers may not be successful. If we are unable to increase the revenue that we derive from enterprises, then our business, results of operations and financial condition may be adversely affected.
The market for our products and platform is newcontinues to evolve, and unproven, may decline or experience limited growth, and is dependent in part on developers continuing to adopt our platform and use our products.

We were founded in 2008,

The market for our products and have been developingplatform continues to evolve, which makes our business and providing a cloud-based platform that enables developers and organizationsfuture prospects difficult to integrate voice, messaging and video communications capabilities into their software applications. This market is relatively new and unproven and is subject to a number of risks and uncertainties.evaluate. We believe that our revenue currently constitutes a significant portion of the total revenue in thisthe market, and therefore, we believe that our future success will depend in large part on the growth, if any, and evolution of this market. The utilization of APIs byIf developers and organizations to build communications functionality into their applications is still relatively new, and developers and organizations may not recognize the need for, or benefits of, our products and platform. Moreover, if they do not recognize the need for and benefits of our products and platform, they may decide to adopt alternative products and services to satisfy some portion of their business needs. In order to grow our business and extend our market position, we intend to focus on educating developers and other potential customers about the benefits of our products and platform, expanding and improving the functionality of our products and bringing new technologies to market to increase market acceptance and use of our platform. Our growth will depend, in part, on our ability to leverage more of our self-service capability for developers that do not need direct account coverage. We will also continue to prioritize accelerating sales of our Twilio Data & Applications products, which could have an impact on our results of operations. Our ability to expand the market that our products and platform address depends upon a number of factors, including the cost, performance and perceived value associated with such products and platform. The market for our products and platform could fail to grow significantly, or at all, or there could be a reduction in demand for our products as a result of any number of factors, including a lack of developer acceptance, technological challenges, competing products and services, decreases in spending by current and prospective customers, weakening economic conditions, including due to labor shortages, supply chain disruptions and inflationary pressures and other causes. If our market does not experience significant growth or demand for our products decreases, then our business, results of operations and financial condition could be adversely affected.

We have a history of losses and we are uncertain about our future profitability.

We have incurred net losses in each year since our inception, including net losses of $44.8 million, $41.3 million and $35.5 million in the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, respectively. We had an accumulated deficit of $231.5 million as of September 30, 2017. We expect to continue to expend substantial financial and other resources on, among other things:

·                  investments in our engineering team, the development of new products, features and functionality and enhancements to our platform;

·                  sales and marketing, including expanding our direct sales organization and marketing programs, especially for enterprises and for organizations outside of the United States, and expanding our programs directed at increasing our brand awareness among current and new developers;

·                  expansion of our operations and infrastructure, both domestically and internationally; and

·                  general administration, including legal, accounting and other expenses related to being a public company.

These investments may not result in increased revenue or growth of our business. We also expect that our revenue growth rate will decline over time. Accordingly, we may not be able to generate sufficient revenue to offset our expected cost increases and achieve and sustain profitability.

If we fail to achieve and sustain profitability, then our business, results of operations and financial condition would be adversely affected.

We have experienced rapid growth and expect our growth to continue, and if we fail to effectively manage our growth, then our business, results of operations and financial condition could be adversely affected.

We

Although we cannot provide any assurance that our business will continue to grow at the same rate or at all in the future, we have experienced substantial growth in our business since inception. For example, our total headcount has grown from 676 employees on September 30, 2016 to 955 employees on September 30, 2017. In addition, we are rapidly expanding our international operations. Our international headcount grew from 103 employees as of September 30, 2016 to 202 employees as of September 30, 2017, and we established operations in two new countries within that same period. We expect torecent years, which has placed, and may continue to expandplace, significant demands on our international operationsmanagement and our operational and financial resources, especially as we continue to focus on improving our operating efficiency. Although we completed workforce reduction plans in September 2022 and February 2023 to reduce operating costs, improve operating margins and accelerate profitability, we may experience employee growth in the future. We have also experienced significant growth in the number of customers, usage and amount of data that our platform and associated infrastructure support. This growth has placed and may continue to place significant demands on our corporate culture, operational infrastructure and management.

We believe that our corporate culture has beenAs a critical componentresult of our success. We have invested substantial time and resources in building our team and nurturing our culture. As we expand our business and mature as a public company, we may find it difficult to maintain our corporate culture while managing this growth. Any failure to manage our anticipated growth and organizational changes in a manner that preserves the key aspects of our culture could hurt our chance for future success, including our ability to recruit and retain personnel, and effectively focus on and pursue our corporate objectives. This, in turn, could adversely affect our business, results of operations and financial condition.

In addition, in order to successfully manage our rapid growth, our organizational structure has becomeis becoming more complex. In order to manage these increasing complexities,complex as we will need to continue to scale and adaptimprove our operational, financial and management controls as well as our reporting systems and procedures. The expansion of our systems and infrastructure, as well as the changes arising from the Reorganization, will require us to commit substantial financial, operational, and management resourcestechnical resources. Our revenue may not increase as a result of our investments in these areas and, if revenue does increase, it may not increase enough to offset these investments, or it may take several periods before we begin to see the benefits of these investments. If we are unable to adequately manage our revenue increasesgrowth and without any assurancesother business changes in a manner that preserves the key aspects of our revenue will increase.

corporate culture, including as a result of our recent reductions in force and the Reorganization, the quality and performance of our products may suffer, which could negatively affect our brand, reputation and ability to retain and attract customers and employees. Finally, continued growth could strain our abilityif we are unable to maintain reliable service levels for our customers. If we fail to achievecustomers or if the necessary level of efficiency in our organization suffers as we grow and transform our operating model, then our business, results of operations and financial condition could be adversely affected.

Our quarterly results may fluctuate,


We continue to scale the capacity of, and if we fail to meet securities analysts’enhance the capability and investors’ expectations, then the trading pricereliability of, our Class A common stocktechnical infrastructure to support increased activity on our platform. Any failure to maintain performance, reliability, security, integrity and the value of your investment could decline substantially.

Our results of operations, including the levelsavailability of our revenue, cost of revenue, gross marginproducts and operating expenses, have fluctuated from quarterinfrastructure to quarter in the past and may continue to vary significantly in the future. These fluctuations are a result of a variety of factors, many of which are outsidesatisfaction of our control,customers may be difficult to predictharm our reputation and may or may not fully reflect the underlying performance of our business. If our quarterly results of operations fall below the expectations of investors or securities analysts, then the trading price of our Class A common stock could decline substantially. Some of the important factors that may cause our results of operations to fluctuate from quarter to quarter include:

· our ability to retain and increase revenue from existing customers andor attract new customers;

·                  fluctuationscustomers. If we fail to efficiently scale and manage our infrastructure, or if our customers experience service disruptions or outages, our business, financial condition and operating results may be adversely impacted.

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The market in which we participate is intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.
The market for customer engagement platforms is rapidly evolving, significantly fragmented and highly competitive, with relatively low barriers to entry in some segments. The principal competitive factors in our market include completeness of offering, credibility with customers, global reach, ease of integration and programmability, product features, platform scalability, reliability, deliverability, security and performance, brand awareness and reputation, the amountstrength of revenue fromsales and marketing efforts, customer support, as well as the cost of deploying and using our Variable Customer Accountsproducts. In our Communications business, our competitors are primarily (i) regional network service providers that offer limited developer functionality on top of their own physical infrastructure, (ii) communications platform-as-a-service (“CPaaS”) companies that offer communications products and applications, and (iii) other software companies that compete with portions of our communications product line. In our Data & Applications business, our competitors are primarily (i) legacy on-premises vendors, (ii) SaaS companies and marketing cloud platform vendors that offer bundled applications and platforms, and (iii) CRM and customer experience vendors.
Some of our competitors and potential competitors are larger Base Customer Accounts;

·and have greater name recognition, longer operating histories, more established customer relationships, larger budgets, lower operating costs, and significantly greater resources than we do. As a result, our abilitycompetitors may be able to attractrespond more quickly and retain enterpriseseffectively than we can to new or changing opportunities, technologies, standards, customer requirements or changing economic conditions. Our competitors may also offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in different geographies. Our current and international organizations as customers;

·                  our ability to introducepotential competitors may develop and market new products and enhance existing products;

·                  competitionservices with comparable functionality to our products, and the actions of our competitors, including pricing changes andthis could lead to us having to decrease prices in order to remain competitive.

With the introduction of new products and services and geographies;

·                  the number of new employees;

·                  changes in network service provider fees thatmarket entrants, we pay in connection with the delivery of communications on our platform;

·                  changes in cloud infrastructure fees that we pay in connection with the operation of our platform;

·                  changes in our pricing as a result of our optimization efforts or otherwise;

·                  reductions in pricing as a result of negotiations with our larger customers;

·                  the rate of expansion and productivity of our sales force, including our enterprise sales force, which has been a focus of our recent expansion efforts;

·                  changeexpect competition to intensify in the mix of products that our customers use;

·                  change infuture. As we expand the revenue mix of U.S. and international products;

·                  changes in laws, regulations or regulatory enforcement, in the United States or internationally, that impact our ability to market, sell or deliver our products;

·                  the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business, including investments in our international expansion;

·                  significant security breaches of, technical difficulties with, or interruptions to, the delivery and usescope of our products, on our platform;

·                  the timing of customer paymentswe may face additional competition and, any difficulty in collecting accounts receivable from customers;

·                  general economic conditions thatsome cases, may adversely affect a prospective customer’s ability or willingness to adoptfind our products delay a prospective customer’s adoption decision, reduce the revenue that we generate from the usein competition with those of our customers, which could cause them to replace our products or affect customer retention;

·                  changes in foreign currency exchange rates;

·                  extraordinary expenses such as litigation or other dispute-related settlement payments;

·                  sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;

·                  the impact of new accounting pronouncements;

·                  expenses in connection with mergers, acquisitions or other strategic transactions; and

·                  fluctuations in stock-based compensation expense.

The occurrence ofcompetitive offerings. If one or more of our competitors were to merge or partner with another of our competitors or our suppliers, the foregoingchange in the competitive landscape could also adversely affect our ability to compete effectively. For example, certain of our competitors have engaged in acquisition activity and other factorswe expect that our competitors will continue to evaluate the acquisition of companies and technologies that could increase competition with our products in the future. In addition, some of our competitors have lower list prices than us, which may causebe attractive to certain customers even if those products have different or lesser functionality. Pricing pressures and increased competition generally could result in reduced revenue, reduced margins, increased losses or the failure of our products to achieve or maintain widespread market acceptance, any of which could harm our business, results of operations to vary significantly. As such, we believe that quarter-to-quarter comparisons of ourand financial condition.

Our business, results of operations and financial condition also depends, in part, on our ability to establish and maintain relationships through resellers, distributors, and strategic partners. A portion of our revenue is derived from sales made by these partners and any one of them may later decide to sell their own products or those of third parties that may be competitive with our products. A loss or reduction in sales of our products through these third-party intermediaries could adversely affect our revenue and other results of operations.
We have a history of losses and may not be meaningfulachieve or sustain profitability in the future.
We have incurred net losses in each year since our inception, including net losses of $508.3 million, $1.3 billion and should not be relied upon$949.9 million in the six months ended June 30, 2023 and the years ended December 31, 2022 and 2021, respectively. We had an accumulated deficit of $4.4 billion as an indication of future performance. In addition, a significant percentage ofJune 30, 2023. We will need to generate and sustain increased revenue levels, and manage our operating expenses, is fixed in naturefuture periods to become profitable and, is based on forecasted revenue trends. Accordingly, in the event of a revenue shortfall,even if we do, we may not be able to mitigatemaintain or increase our level of profitability. We expect to continue to expend substantial financial and other resources on, among other things: investments in our engineering team; improvements in security and data protection; the negative impactdevelopment of new products, features and functionality and enhancements to our platform; sales and marketing, including the continued expansion of our direct sales organization and marketing programs, especially for enterprises, organizations outside of the United States, and programs directed at increasing our brand awareness among developers, as well expansion of our self-service capabilities; expansion of our operations and infrastructure, both domestically and internationally; and general administration, including legal, accounting and other expenses related to being a public company. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications and delays and other unknown events. If we are unable to achieve and sustain profitability, or if we incur significant losses, the value of our business and Class A common stock may significantly decrease.
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We depend largely on the continued services of highly skilled personnel, including our senior management and other key employees, and failing to attract, integrate or retain such employees could adversely affect our business, results of operations and financial condition.
Our future performance depends on the continued services and contributions of highly skilled personnel, including our senior management and other key employees, to execute on our income (loss)business plan, to develop our products and marginsplatform, to deliver our products to customers, to attract and retain customers and to identify and pursue opportunities to expand our business. We believe that there is, and will continue to be, intense competition for highly skilled management, technical, sales and other employees with experience in our industry. In addition, we have experienced and may continue to experience high levels of employee attrition, which could significantly delay or prevent the short term.achievement of our business objectives, and any resulting influx of new employees may require us to expend time, attention and resources to recruit and retain employees, restructure parts of our organization and train and integrate new personnel. We have focused our hiring efforts on areas such as Segment, Engage and Flex, and we have frozen the vast majority of new hires and backfills outside of these core areas. If we fail to effectively manage attrition, and to hire, integrate and adequately incentivize our personnel, our efficiency and ability to meet our operational and growth targets, as well as our corporate culture, employee morale, productivity and retention, could suffer, and our business and operating results would be adversely impacted. Additionally, loss of services of senior management or exceedother key employees could significantly delay or prevent the expectations of investors or securities analysts, then the trading priceachievement of our Class A common stock could fall substantially,development and strategic objectives. In particular, we could face costly lawsuits, including securities class action suits.

Additionally, certain large scale events, such as major electionsdepend to a considerable degree on the vision, skills, experience and sporting events, can significantly impact usage levels on our platform, which could cause fluctuations in our results of operations. We expect that significantly increased usage of all communications platforms, including ours, during certain seasonal and one-time events could impact delivery and qualityeffort of our products during those events.co-founder and Chief Executive Officer, Jeff Lawson. Any of our executive officers may terminate employment with us at any time with no advance notice. We alsohave experienced, increased expenses inand may continue to experience, high attrition among our senior management team and key employees. The replacement of any of our senior management or other key employees will involve significant time and costs, and any loss of services of any such key employee for any reason could significantly delay or prevent the second quarterachievement of 2017 due to our developer conference, SIGNAL, which we plan to host again in the fourth quarter of 2018business objectives and plan to host annually. Such annual and one-time events may cause fluctuations incould adversely affect our business, results of operations and financial condition.

The labor market for our business is subject to external factors that are beyond our control, including our industry’s highly competitive market for skilled workers and leaders, inflation, effects that the COVID-19 pandemic has had on the labor market, and workforce participation rates. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. Volatility in, or the actual or perceived lack of performance of, our stock price may affect our ability to attract, motivate and retain key employees. In September 2022 and February 2023, we implemented reductions in force, which may have an impact bothon our revenueability to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified employees to fill key positions, we may be unable to manage our business effectively, including the development, marketing and sale of our products, which could adversely affect our business, results of operations and financial condition.
Further, we believe that a critical contributor to our success and our ability to attract, recruit, hire and retain highly skilled personnel has been our corporate culture. As we grow and experience organizational changes, including as a result of the reductions in force and the Reorganization, we may find it difficult to maintain important aspects of our corporate culture. While we are taking steps to develop a more inclusive and diverse workforce, there is no guarantee that we will be able to do so. Our inability to preserve our culture, or to reshape our culture, as we grow and transform our operating expenses.

model could limit our ability to innovate and could negatively affect our ability to retain and recruit personnel, continue to perform at current levels or execute on our business strategy, any one of which could adversely affect our business, results of operations and financial condition.

If we are not able to maintain and enhance our brand and increase market awareness of our company and products, then our business, results of operations and financial condition may be adversely affected.

We believe that maintaining and enhancing the “Twilio” brand identity and increasing market awareness of our company and products, particularly among developers and enterprises, is critical to achieving widespread acceptance of our platform, to strengthen our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand will depend largely on our continued marketing efforts, our ability to continue to offer high qualityhigh-quality products, our ability to be thought leaders in the cloud communications market and our ability to successfully differentiate our products and platform from competing products and services. Our brand promotion and thought leadership activities may not be successful or yield increased revenue. In addition, independent industry analysts often provide reviews of our products and competing products and services, which may significantly influence the perception of our products in the marketplace. If these reviews are negative or not as strong as reviews of our competitors’ products and services, then our brand may be harmed.

From time to time, our customers have complained about our products, such as complaints about our pricing and customer support. If we do not handle customer complaints effectively, then our brand and reputation may suffer, our customers may lose confidence in us and they may reduce or cease their use of our products. In addition, many of our customers post and discuss on social media about Internet-based products and services, including our products and platform. Our success depends, in part, on our ability to generate positive customer feedback and minimize negative feedback on social media channels where existing and potential customers seek and share information. If actions we take or changes we make to our products or platform upset these customers, then their online commentary could negatively affect our brand and reputation. Complaints or negative publicity about us, our products or our platform could materially and adversely impact our ability to attract and retain customers, our business, results of operations and financial condition.

The promotion of our brand also requires us to make substantial expenditures, and we anticipate that these expenditures will increase as our market becomes more competitive and as we expand into new markets. To the extent that these activities
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increase revenue, this revenue still may not be enough to offset the increased expenses we incur. If we doincur, including, but not successfully maintain and enhance our brand, then our business may not grow, we may see our pricing power reduced relativelimited to, competitors and we may lose customers, allas a result of which would adversely affect our business, results of operations and financial condition.

Our business depends on customers increasing their use of our products and any loss of customers or decline in their use of our products could materially and adversely affect our business, results of operations and financial condition.

Our ability to grow and generate incremental revenue depends, in part, on our ability to maintain and grow our relationships with existing customers and to have them increase their usage of our platform. If our customers do not increase their use of our products, then our revenue may decline and our results of operations may be harmed. For example, Uber, our largest Base Customer Account, has decreased their usage of our products throughout 2017, which will lead to decreased revenues from this customer versus recent historical periods. Customers are charged based on the usage of our products. Most of our customers do not have long-term contractual financial commitments to us and, therefore, most of our customers may reduce or cease their use of our products at any time without penalty or termination charges. We cannot accurately predict customers’ usage levels and the loss of customers or reductions in their usage levels of our products may each have a negative impact on our business, results of operations and financial condition. Reductions in usage from existing customers and the loss of customers could cause our Dollar-Based Net Expansion Rate to decline in the future if customers are not satisfied with our products, the value proposition of our products or our ability to otherwise meet their needs and expectations. If a significant number of customers cease using, or reduce their usage of our products, then we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from customers. Such additional sales and marketing expenditures could adversely affect our business, results of operations and financial condition.

inflationary pressures.

If we are unable to attract new customers in a cost-effective manner, then our business, results of operations and financial condition would be adversely affected.

In order to grow our business, we must continue to attract new customers in a cost-effective manner. We use a variety of marketing channels to promote our products and platform, such as developer events and evangelism, as well as search engine marketing and optimization. We periodically adjust the mix of our other marketing programs such as regional customer events, email campaigns, billboard advertising and public relations initiatives. If the costs of the marketing channels we use increase dramatically, then we may choose to use alternative and less expensive channels, which may not be as effective as the channels we currently use. As we add to or change the mix of our marketing strategies, we may need to expand into more expensive channels than those we are currently in, which could adversely affect our business, results of operations and financial condition. We will incur marketing expenses before we are able to recognize any revenue that the marketing initiatives may generate, and these expenses may not result in increased revenue or brand awareness. We have made in the past, and may make in the future, significant expenditures and investments in new marketing campaigns, and we cannot assure you that any such investments will lead to the cost-effective acquisition of additional customers. If we are unable to maintain effective marketing programs, then our ability to attract new customers could be materially and adversely affected, our advertising and marketing expenses could increase substantially and our results of operations may suffer.

If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations and financial condition could be adversely affected.

Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of our products and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad market acceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of new use cases for our products, which is typically driven by our developer community and may be outside of our control. We also have invested, and may continue to invest, in the acquisition of complementary businesses, technologies, services, products and other assets that expand the products that we can offer our customers. We may make these investments without being certain that they will result in products or enhancements that will be accepted by existing or prospective customers. Our ability to generate usage of additional products by our customers may also require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop new products, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition would be adversely affected.

If we are unable to increase adoption of our products by enterprises, our business, results of operations and financial condition may be adversely affected.

Historically, we have relied on the adoption of our products by software developers through our self-service model for a significant majority of our revenue, and we currently generate only a small portion of our revenue from enterprise customers. Our ability to increase our customer base, especially among enterprises, and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus and train our sales and marketing personnel. We have limited experience selling to enterprises and only recently established an enterprise-focused sales force.

Our ability to convince enterprises to adopt our products will depend, in part, on our ability to attract and retain sales personnel with experience selling to enterprises. We believe that there is significant competition for experienced sales professionals with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth in the future will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience selling to enterprises. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achieve full productivity, particularly for sales efforts targeted at enterprises and new territories. Our recent hires and planned hires may not become as productive as quickly as we expect and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Because we do not have a long history of targeting our sales efforts at enterprises, we cannot predict whether, or to what extent, our sales will increase as we organize and train our sales force or how long it will take for sales personnel to become productive.

As we seek to increase the adoption of our products by enterprises, we expect to incur higher costs and longer sales cycles. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, including security, compliance, procurement, operations and IT. In addition, while enterprise customers may quickly deploy our products on a limited basis, before they will commit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protracted pricing negotiations and seek to secure readily available development resources. In addition, sales cycles for enterprises are inherently more complex and less predictable than the sales through our self-service model, and some enterprise customers may not use our products enough to generate revenue that justifies the cost to obtain such customers. In addition, these complex and resource intensive sales efforts could place additional strain on our limited product and engineering resources. Further, enterprises, including some of our customers, may choose to develop their own solutions that do not include our products. They also may demand reductions in pricing as their usage of our products increases, which could have an adverse impact on our gross margin. As a result of our limited experience selling and marketing to enterprises, our efforts to sell to these potential customers may not be successful. If we are unable to increase the revenue that we derive from enterprises, then our business, results of operations and financial condition may be adversely affected.

If we are unable to expand our relationships with existing Solution Partner customers and add new Solution Partner customers, our business, results of operations and financial condition could be adversely affected.

We believe that the continued growth of our business depends in part upon developing and expanding strategic relationships with Solution Partner customers. Solution Partner customers embed our software products in their solutions, such as software applications for contact centers and sales force and marketing automation, and then sell such solutions to other businesses. When potential customers do not have the available developer resources to build their own applications, we refer them to our network of Solution Partner customers.

As part of our growth strategy, we intend to expand our relationships with existing Solution Partner customers and add new Solution Partner customers. If we fail to expand our relationships with existing Solution Partner customers or establish relationships with new Solution Partner customers, in a timely and cost-effective manner, or at all, then our business, results of operations and financial condition could be adversely affected. Additionally, even if we are successful at building these relationships but there are problems or issues with integrating our products into the solutions of these customers, our reputation and ability to grow our business may be harmed.

We rely upon Amazon Web Services to operate our platform and any disruption of or interference with our use of Amazon Web Services would adversely affect our business, results of operations and financial condition.

We outsource substantially all of our cloud infrastructure to Amazon Web Services, or AWS, which hosts our products and platform. Customers of our products need to be able to access our platform at any time, without interruption or degradation of performance. AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We have experienced, and expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. For instance, in September 2015, AWS suffered a significant outage that had a widespread impact on the ability of our customers to use several of our products. In addition, if our security, or that of AWS, is compromised, our products or platform are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from AWS may adversely affect our ability to meet our customers’ requirements.

The substantial majority of the services we use from AWS are for cloud-based server capacity and, to a lesser extent, storage and other optimization offerings. AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. We access AWS infrastructure through standard IP connectivity. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement by providing 30 days prior written notice, and may in some cases terminate the agreement immediately for cause upon notice. Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our products available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services.

Any of the above circumstances or events may harm our reputation, cause customers to stop using our products, impair our ability to increase revenue from existing customers, impair our ability to grow our customer base, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, results of operations and financial condition.

To deliver our products, we rely on network service providers for our network service.

We currently interconnect with network service providers around the world to enable the use by our customers of our products over their networks. We expect that we will continue to rely heavily on network service providers for these services going forward. Our reliance on network service providers has reduced our operating flexibility, ability to make timely service changes and control quality of service. In addition, the fees that we are charged by network service providers may change daily or weekly, while we do not typically change our customers’ pricing as rapidly. Furthermore, many of these network service providers do not have long-term committed contracts with us and may terminate their agreements with us without notice or restriction. If a significant portion of our network service providers stop providing us with access to their infrastructure, fail to provide these services to us on a cost-effective basis, cease operations, or otherwise terminate these services, the delay caused by qualifying and switching to other network service providers could be time consuming and costly and could adversely affect our business, results of operations and financial condition.

Further, if problems occur with our network service providers, it may cause errors or poor quality communications with our products, and we could encounter difficulty identifying the source of the problem. The occurrence of errors or poor quality communications on our products, whether caused by our platform or a network service provider, may result in the loss of our existing customers or the delay of adoption of our products by potential customers and may adversely affect our business, results of operations and financial condition.

Our future success depends in part on our ability to drive the adoption of our products by international customers.

In the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, we derived 22%, 16% and 14% of our revenue, respectively, from customer accounts located outside the United States. The future success of our business will depend, in part, on our ability to expand our customer base worldwide. While we have been rapidly expanding our sales efforts internationally, our experience in selling our products outside of the United States is limited. Furthermore, our developer-first business model may not be successful or have the same traction outside the United States. As a result, our investment in marketing our products to these potential customers may not be successful. If we are unable to increase the revenue that we derive from international customers, then our business, results of operations and financial condition may be adversely affected.

We are in the process of expanding our international operations, which exposes us to significant risks.

We are continuing to expand our international operations to increase our revenue from customers outside of the United States as part of our growth strategy. Between September 30, 2016 and September 30, 2017, our international headcount grew from 103 employees to 202 employees, and we opened two new offices outside of the United States. We expect, in the future, to open additional foreign offices and hire employees to work at these offices in order to reach new customers and gain access to additional technical talent. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks in addition to those we already face in the United States. Because of our limited experience with international operations as well as developing and managing sales in international markets, our international expansion efforts may not be successful.

In addition, we will face risks in doing business internationally that could adversely affect our business, including:

·                  exposure to political developments in the United Kingdom (U.K.), including the outcome of the U.K. referendum on membership in the European Union (EU), which has created an uncertain political and economic environment, instability for businesses and volatility in global financial markets;

·                  the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with numerous international locations;

·                  our ability to effectively price our products in competitive international markets;

·                  new and different sources of competition;

·                  potentially greater difficulty collecting accounts receivable and longer payment cycles;

·                  higher or more variable network service provider fees outside of the United States;

·                  the need to adapt and localize our products for specific countries;

·                  the need to offer customer support in various languages;

·                  difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

·                  difficulties with differing technical and environmental standards, data privacy and telecommunications regulations and certification requirements outside the United States, which could prevent customers from deploying our products or limit their usage;

·                  export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control;

·                  compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and United Kingdom Bribery Act of 2010;

·                  tariffs and other non-tariff barriers, such as quotas and local content rules;

·                  more limited protection for intellectual property rights in some countries;

·                  adverse tax consequences;

·                  fluctuations in currency exchange rates, which could increase the price of our products outside of the United States, increase the expenses of our international operations and expose us to foreign currency exchange rate risk;

·                  currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars;

·                  restrictions on the transfer of funds;

·                  deterioration of political relations between the United States and other countries; and

·                  political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.

Also, due to costs from our international expansion efforts and network service provider fees outside of the United States that are generally higher than domestic rates, our gross margin for international customers is typically lower than our gross margin for domestic customers. As a result, our gross margin may be impacted and fluctuate as we expand our operations and customer base worldwide.

Our failure to manage any of these risks successfully could harm our international operations, and adversely affect our business, results of operations and financial condition.

We currently generate significant revenue from our largest customers, and the loss or decline in revenue from any of these customers could harm our business, results of operations and financial condition.

In the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, our 10 largest Active Customer Accounts generated an aggregate of 20%, 30% and 32% of our revenue, respectively. In addition, a significant portion of our revenue comes from two customers, one of which is a Variable Customer Account.

In the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, WhatsApp, a Variable Customer Account, accounted for 5%, 9% and 17% of our revenue, respectively. WhatsApp uses our Programmable Voice products and Programmable Messaging products in its applications to verify new and existing users on its service. Our Variable Customer Accounts, including WhatsApp, do not have long-term contracts with us and may reduce or fully terminate their usage of our products at any time without notice, penalty or termination charges. In addition, the usage of our products by WhatsApp and other Variable Customer Accounts may change significantly between periods.

In the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, a second customer, Uber, a Base Customer Account, accounted for 9%, 14% and 9% of our revenue, respectively. Uber uses our Programmable Messaging products and Programmable Voice products. Although Uber has entered into a minimum commitment contract with us, its usage historically has significantly exceeded the minimum revenue commitment in its contract, and it could significantly reduce its usage of our products without notice or penalty. As we previously disclosed, Uber decreased their usage of our products throughout 2017 and may continue to do so in the future.

In the event that our large customers do not continue to use our products, use fewer of our products, or use our products in a more limited capacity, or not at all, our business, results of operations and financial condition could be adversely affected.

The market in which we participate is intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.

The market for cloud communications is rapidly evolving, significantly fragmented and highly competitive, with relatively low barriers to entry in some segments. The principal competitive factors in our market include completeness of offering, credibility with developers, global reach, ease of integration and programmability, product features, platform scalability, reliability, security and performance, brand awareness and reputation, the strength of sales and marketing efforts, customer support, as well as the cost of deploying and using our products. Our competitors fall into four primary categories:

·                  legacy on-premise vendors, such as Avaya and Cisco;

·                  regional network service providers that offer limited developer functionality on top of their own physical infrastructure;

·                  smaller software companies that compete with portions of our product line; and

·                  SaaS companies that offer prepackaged applications for a narrow set of use cases.

Some of our competitors and potential competitors are larger and have greater name recognition, longer operating histories, more established customer relationships, larger budgets and significantly greater resources than we do. In addition, they have the operating flexibility to bundle competing products and services at little or no perceived incremental cost, including offering them at a lower price as part of a larger sales transaction. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in different geographies. Our current and potential competitors may develop and market new products and services with comparable functionality to our products, and this could lead to us having to decrease prices in order to remain competitive. Customers utilize our products in many ways, and use varying levels of functionality that our products offer or are capable of supporting or enabling within their applications. Customers that use many of the features of our products or use our products to support or enable core functionality for their applications may have difficulty or find it impractical to replace our products with a competitor’s products or services, while customers that use only limited functionality may be able to more easily replace our products with competitive offerings. Our customers may also build some of the functionality our products provide themselves, which may limit or eliminate their demand for our products.

With the introduction of new products and services and new market entrants, we expect competition to intensify in the future. In addition, some of our customers may choose to use our products and our competitors’ products at the same time. Further, customers and consumers may choose to adopt other forms of electronic communications or alternative communication platforms.

Moreover, as we expand the scope of our products, we may face additional competition. If one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could also adversely affect our ability to compete effectively. In addition, some of our competitors have lower list prices than us, which may be attractive to certain customers even if those products have different or lesser functionality. If we are unable to maintain our current pricing due to the competitive pressures, our margins will be reduced and our business, results of operations and financial condition would be adversely affected. In addition, pricing pressures and increased competition generally could result in reduced revenue, reduced margins, increased losses or the failure of our products to achieve or maintain widespread market acceptance, any of which could harm our business, results of operations and financial condition.

We have a limited operating history, which makes it difficult to evaluate our current business and future prospects and increases the risk of your investment.

We were founded and launched our first product in 2008. As a result of our limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for future growth. Our historical revenue growth should not be considered indicative of our future performance. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as:

·                  market acceptance of our products and platform;

·                  adding new customers, particularly enterprises;

·                  retention of customers;

·                  the successful expansion of our business, particularly in markets outside of the United States;

·                  competition;

·                  our ability to control costs, particularly our operating expenses;

·                  network outages or security breaches and any associated expenses;

·                  foreign currency exchange rate fluctuations;

·                  executing acquisitions and integrating the acquired businesses, technologies, services, products and other assets; and

·                  general economic and political conditions.

If we do not address these risks successfully, our business, results of operations and financial condition could be adversely affected.

We have limited experience with respect to determining the optimal prices for our products.

We charge our customers based on their use of our products. We expect that we may need to change our pricing from time to time. In the past we have sometimes reduced our prices either for individual customers in connection with long-term agreements or for a particular product. One of the challenges to our pricing is that the fees that we pay to network service providers over whose networks we transmit communications can vary daily or weekly and are affected by volume and other factors which may be outside of our control and difficult to predict. This can result in our incurring increased costs which we may be unable or unwilling to pass through to our customers, which could adversely impact our business, results of operations and financial condition.

Further, as competitors introduce new products or services that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. As we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally. Moreover, enterprises, which are a primary focus for our direct sales efforts, may demand substantial price concessions. In addition, if the mix of products sold changes, including for a shift to IP-based products, then we may need to, or choose to, revise our pricing. As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, results of operations and financial condition.

We typically provide monthly uptime service level commitments of up to 99.95% under our agreements with customers. If we fail to meet these contractual commitments, then our business, results of operations and financial condition could be adversely affected.

Our agreements with customers typically provide for service level commitments. If we suffer extended periods of downtime for our products or platform and we are unable to meet these commitments, then we are contractually obligated to provide a service credit, which is typically 10% of the customer’s amounts due for the month in question. In addition, the performance and availability of AWS, which provides our cloud infrastructure is outside our control and, therefore, we are not in full control of whether we meet the service level commitments. As a result, our business, results of operations and financial condition could be adversely affected if we suffer unscheduled downtime that exceeds the service level commitments we have made to our customers. Any extended service outages could adversely affect our business and reputation.

Breaches of our networks or systems, or those of AWS or our network service providers, could degrade our ability to conduct our business, compromise the integrity of our products and platform, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.

We depend upon our IT systems to conduct virtually all of our business operations, ranging from our internal operations and research and development activities to our marketing and sales efforts and communications with our customers and business partners. Individuals or entities may attempt to penetrate our network security, or that of our platform, and to cause harm to our business operations, including by misappropriating our proprietary information or that of our customers, employees and business partners or to cause interruptions of our products and platform. Because the techniques used by such individuals or entities to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques, and we may not become aware in a timely manner of such a security breach which could exacerbate any damage we experience. Additionally, we depend upon our employees and contractors to appropriately handle confidential and sensitive data, including customer data, and to deploy our IT resources in safe and secure manner that does not expose our network systems to security breaches or the loss of data. Any data security incidents, including internal malfeasance by our employees, unauthorized access or usage, virus or similar breach or disruption of us or our services providers, such as AWS or network service providers, could result in loss of confidential information, damage to our reputation, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities. Accordingly, if our cybersecurity measures and those of AWS and our network service providers, fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks) and the mishandling of data by our employees and contractors, then our reputation, business, results of operations and financial condition could be adversely affected.

Defects or errors in our products could diminish demand for our products, harm our business and results of operations and subject us to liability.

Our customers use our products for important aspects of their businesses, and any errors, defects or disruptions to our products and any other performance problems with our products could damage our customers’ businesses and, in turn, hurt our brand and reputation. We provide regular updates to our products, which have in the past contained, and may in the future contain, undetected errors, failures, vulnerabilities and bugs when first introduced or released. Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our platform, loss of competitive position, lower customer retention or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. In addition, we may not carry insurance sufficient to compensate us for any losses that may result from claims arising from defects or disruptions in our products. As a result, our reputation and our brand could be harmed, and our business, results of operations and financial condition may be adversely affected.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, evolving interoperability requirements, and changing customer needs, requirements or preferences, our products may become less competitive.

The market for communications in general, and cloud communications in particular, is subject to rapid technological change, evolving industry standards, changing regulations, as well as changing customer needs, requirements and preferences. These are all uncertain and we cannot predict the consequences, effects, or introduction of new, disruptive, emerging technologies or the manner and pace at which our market develops over time, and our ability to compete in our market depends on predicting and adapting to these changing circumstances. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. If we are unable to develop new products that satisfy our customers and provide enhancements and new features for our existing products that keep pace with rapid technological and industry change, our business, results of operations and financial condition could be adversely affected. For example, with the development of next-generation solutions that utilize new and advanced features, including artificial intelligence (“AI”) and machine learning (“ML”), we expect to commit significant resources to developing new products and enhancements incorporating AI and ML, and there is no guarantee that our investments and efforts will result in wider adoption of our products in the marketplace. If new technologies emerge that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely or new products are introduced into the market that could render our products obsolete, such technologies and products could adversely impact our ability to compete effectively.

effectively and may lead to customers reduce or terminate their usage of our products.

Our platform must also integrate with and leverage a variety of infrastructure, network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our products and platform to adapt to changes and innovation in these technologies. For example, Apple, Google and other cell-phone operating system providers or inbox service providers have developed and, may in the future develop, new applications or functions intended to filter spam and unwanted phone calls, messages or emails. Third party platforms may also implement changes to their privacy policies or practices that may impact us or our customers. In addition, our network service providers may adopt new filtering technologies in an effort to combat spam or robocalling. Such technologies may inadvertently filter desired messages or calls to or from our customers. If cell-phone operating system providers, network service providers, our customers or their end users adopt new software platforms or infrastructure, we may be required to develop new versions of our products to work with those new platforms or infrastructure. This development effort may require significant resources, which would adversely affect our business, results of operations and financial condition. Any failure of our products and platform to operate effectively with evolving or new platforms and technologies could reduce the demand for our products. If we are unable to respond to these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our business, results of operations and financial condition could be adversely affected.

Our


In the second quarter of 2023 we notified customers that we will begin gradually blocking U.S.-bound Application-to-Person (“A2P”) SMS and MMS messages from unregistered 10-digit long code (“10DLC”) phone numbers on July 5, 2023 and will completely block any remaining unregistered A2P 10DLC message traffic after August 31, 2023. These changes could result in reduced volume and revenue in our messaging products, which could adversely affect our results of operations.
To deliver our products, we rely on network service providers and internet service providers for our network service and connectivity, and disruption or deterioration in the quality of these services or changes in network service provider fees that we pay in connection with the delivery of communications on our platform could adversely affect our business, results of operations and financial condition.
We currently interconnect with fixed and mobile network service providers around the world to enable the use by our customers of our products over their networks. Although we are in the process of acquiring authorization in many countries for direct access to phone numbers and for the provision of voice and messaging services on the networks of fixed and mobile network service providers, we expect that we will continue to rely on network service providers for these services. Where we do not have direct access to phone numbers, our reliance on SaaS technologiesnetwork service providers has reduced our operating flexibility, ability to make timely service changes and control quality of service. In addition, the fees that we are charged by network service providers may change daily or weekly and we can be subject to the imposition of additional fees, penalties, or other administrative or technical requirements, and even service interruption, due to regulatory, competitive, or other industry related changes over which we have little to no control. We typically do not change our customers’ pricing as rapidly and, as a result, such fee increases could adversely affect our business and results of operations.
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For example, in recent years, multiple major U.S. mobile carriers have introduced A2P SMS service offerings that added a new fee for A2P SMS messages delivered to their respective subscribers, and, from third partiestime-to-time, other U.S. mobile carriers have added similar fees. While we have historically responded to these types of fee increases through a combination of further negotiating efforts with our network service providers, absorbing the increased costs or changing our prices to customers, there is no guarantee that we will continue to be able to respond in these ways in the future without a material negative impact to our business. In the case of these new carriers’ A2P SMS fees, after a short phase-in period where we absorbed the fees, we began on May 1, 2021 to pass these fees directly through to our customers who are sending SMS messages to these carriers’ subscribers. Passing these fees through to our customers typically has the effect of increasing our Communications revenue and cost of revenue, but typically does not impact the gross profit dollars received for sending these messages and, as a result, has a negative impact on our gross margins. Additionally, our ability to respond to any new fees may be constrained if all network service providers in a particular market impose equivalent fee structures, if the magnitude of the fees is disproportionately large when compared to the underlying prices paid by our customers, or if the market conditions limit our ability to increase the price we charge our customers.
Furthermore, many of these network service providers do not have long-term committed contracts with us and may interrupt services or terminate their agreements with us without notice. If a significant portion of our network service providers stop providing us with access to their infrastructure, fail to provide these services to us on a cost-effective basis, cease operations, or otherwise terminate these services, the delay caused by qualifying and switching to other network service providers could be time consuming and costly and could adversely affect our business, results of operations and financial condition. Further, if problems occur with our network service providers, it may cause errors, service outages, or poor-quality communications on our products, and we could encounter difficulty identifying the source of the problem. The occurrence of errors, service outages, or poor-quality communications on our products, whether caused by our platform or a network service provider, may result in the loss of our existing customers or the delay of adoption of our products by potential customers and may adversely affect our business, results of operations and financial condition.

Further, we sometimes access network services through intermediaries who have direct access to network service providers. Although we are in the process of securing direct connections with network service providers in many countries, we expect that we will continue to rely on intermediaries for these services for some period of time. These intermediaries sometimes have offerings that directly compete with our products and may stop providing services to us on a cost-effective basis. If a significant portion of these intermediaries stop providing services or stop providing services on a cost-effective basis, our business could be adversely affected.
We rely heavily on hosted SaaS technologies from third parties in orderalso interconnect with internet service providers around the world to operate critical internal functionsenable the use of our email products by our customers, and we expect that we will continue to rely on internet service providers for network connectivity going forward. Our reliance on internet service providers reduces our control over quality of service and exposes us to potential service outages and rate fluctuations. The occurrence of poor-quality of service or service outages on our products may result in the loss of our existing customers or the delay of adoption of our products by potential customers and may adversely affect our business, results of operations and financial condition. Similarly, if a significant portion of our internet service providers stop providing us with access to their network infrastructure, fail to provide access on a cost-effective basis, cease operations, or otherwise terminate access, the delay caused by qualifying and switching to other internet service providers could be time consuming and costly and could adversely affect our business, results of operations, and financial condition.
Failure to set optimal prices for our products could adversely impact our business, results of operations and financial condition.
For certain of our products, we primarily charge our customers based on their usage of such products. One of the challenges of this usage-based pricing model is the variability of the fees that we pay to network service providers over whose networks we transmit communications. Such network fees can vary daily or weekly and are affected by volume and other factors that may be outside of our control, and which are difficult to predict. This can result in us incurring increased costs that we may be unable or unwilling to pass through to our customers, which could adversely impact our business, results of operations and financial condition. If we elect to pass through increased fees to our customers, it could adversely affect our relationship with our customers and our customers may look for lower cost alternatives.
We expect that we may need to change our pricing model from time to time. In the past, we have at times reduced our prices either for individual customers in connection with long-term agreements or for a particular product. Further, as competitors introduce new products or services that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. As we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally. Moreover, enterprises may demand substantial price concessions. In addition, if the mix of products sold changes, including enterprise resource planning, customer support and customer relations management services. If these services become unavailable duefor a shift to extended outagesIP-based products, then we may need to, or interruptions, or because they are no longer available on commercially reasonable terms or prices,
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choose to, revise our expenses could increase.pricing. As a result, in the future we may be required or choose to reduce our ability to manageprices or change our operations could be interrupted and our processes for managing our sales process and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all ofpricing models, which could adversely affect our business, results of operations and financial condition.

We are continuing to expand our international operations, which exposes us to risks inherent in global operations.
We are continuing to expand our international operations to increase our revenue from customers outside of the United States as part of our growth strategy. In the six months ended June 30, 2023 and the years ended December 31, 2022 and December 31, 2021, we derived 34%, 34% and 32% of our revenue from customer accounts located outside the United States, respectively. The future success of our business will depend, in part, on our ability to expand our customer base worldwide. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks in addition to those we already face in the United States.
In addition, we will face risks in doing business internationally that could adversely affect our business, including:
inflation and actions taken by central banks to counter inflation;
the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with servicing international customers and operating numerous international locations;
our ability to effectively price our products in competitive international markets;
new and different sources of competition or other changes to our current competitive landscape;
potentially greater difficulty collecting accounts receivable and longer payment cycles;
higher or more variable network service provider fees outside of the United States;
the need to adapt and localize our products and support for specific countries;
understanding, reconciling, and implementing technical controls to address, different technical standards, data privacy and telecommunications regulations, and registration and certification requirements outside the United States, which could prevent customers from deploying our products or limit their usage;
our ability to comply with laws, regulations and industry standards relating to data privacy, data protection, data localization and data security enacted in countries and other regions in which we operate or do business, including the GDPR and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018);
difficulties in understanding and complying with local laws, regulations and customs in non-U.S. jurisdictions;
compliance with export controls and economic sanctions regulations administered by U.S. and foreign governmental entities in jurisdictions in which we operate, including the Department of Commerce's Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control;
compliance with various anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”) and United Kingdom Bribery Act of 2010;
changes in international trade policies, tariffs and other non-tariff barriers, such as quotas and local content rules;
more limited protection for intellectual property rights in some countries;
adverse tax consequences;
fluctuations in currency exchange rates, which could increase the price of our products outside of the United States, increase the expenses of our international operations and expose us to foreign currency exchange rate risk;
currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars;
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restrictions on the transfer of funds;
deterioration of political relations between the United States and other countries;
the impact of natural disasters and public health epidemics or pandemics such as COVID-19 on employees, contingent workers, partners, travel and the global economy and the ability to operate freely and effectively in a region that may be fully or partially on lockdown; and
political or social unrest, economic instability, conflict or war in a specific country or region in which we, our customers, partners or service providers operate, which could have an adverse impact on our operations in the region or otherwise have a material impact on regional or global economies, any or all of which could adversely affect our business.
Also, due to costs from our international expansion efforts and network service provider fees outside of the United States, which generally are higher than domestic rates, our gross margin for international customers is typically lower than our gross margin for domestic customers. As a result, our gross margin has been, and may continue to be, adversely impacted as we expand our operations and customer base worldwide. Our failure to manage any of these risks successfully could harm our international operations, and adversely affect our business, results of operations and financial condition.
We currently generate significant revenue from our largest customers, and the loss or decline in revenue from any of these customers could harm our business, results of operations and financial condition.
In the six months ended June 30, 2023 and the years ended December 31, 2022 and 2021, our 10 largest Active Customer Accounts generated an aggregate of 11%, 12% and 11% of our revenue, respectively. If we are unableany of these customers, or other large customers do not continue to develop and maintain successful relationships with independent software vendors and system integrators,use our products, use fewer of our products, or use our products in a more limited capacity, or not at all, our business, results of operations and financial condition could be adversely affected.

Additionally, the usage of our products by customers that do not have long-term contracts with us may change between periods. Those with no long-term contract with us may reduce or fully terminate their usage of our products at any time without notice, penalty or termination charges, which may adversely impact our results of operations.

We believemay not realize potential benefits from our acquisitions, partnerships and investments because of difficulties related to integration, the achievement of synergies, and other challenges.
We have acquired and invested in businesses and technologies that continued growthare complementary to our business through acquisitions, partnerships or investments, and we expect to continue to selectively evaluate strategic opportunities in the future. There can be no assurances that our businesses can be combined in a manner that allows for the achievement of substantial benefits. Any integration process may require significant time and resources, and we may not be able to manage the process successfully as our ability to acquire and integrate larger or more complex companies, products, or technology in a successful manner is unproven. If we are not able to successfully integrate these acquired businesses with ours or pursue our customer and product strategy successfully, the anticipated benefits of such acquisitions may not be realized fully or may take longer than expected to be realized. Further, it is possible that there could be a loss of our key employees and customers, disruption of ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion process that takes longer than originally anticipated. In addition, the following issues, among others, must be addressed in order to realize the anticipated benefits of our acquisitions, partnerships or investments:
combining the acquired businesses’ corporate functions with our corporate functions;
combining acquired businesses with our business in a manner that permits us to achieve the synergies anticipated to result from such acquisitions, the failure of which would result in the anticipated benefits of our acquisitions not being realized in the time frame currently anticipated or at all;
maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;
determining whether and how to address possible differences in corporate cultures and management philosophies;
integrating the companies’ compliance, administrative and IT infrastructure;
developing products and technology that allow value to be unlocked in the future;
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evaluating and forecasting the financial impact of such acquisitions, partnerships and investments, including accounting charges; and
affecting potential actions that may be required in connection with obtaining regulatory approvals.
In addition, at times the attention of certain members of our management and resources may be focused on integration of the acquired businesses and diverted from day-to-day business operations, which may disrupt our ongoing business.
We have incurred, and may continue to incur, significant, nonrecurring costs in connection with our acquisitions, partnerships and investments and integrating our operations with those of the acquired businesses, including costs to maintain employee morale and to retain key employees. Management cannot ensure that the elimination of duplicative costs or the realization of other efficiencies will offset the transaction and integration costs in the near term or at all.

From time to time we may also divest or stop investing in certain businesses or products. For example, in the second quarter of 2023, we sold our Internet of Things assets and liabilities to a third party and in the third quarter of 2023, we sold our ValueFirst business to a third party. The sale of a business or product may require us to restructure operations and/or terminate employees, and could expose us to unanticipated ongoing obligations and liabilities, including as a result of our indemnification obligations. Additionally, such transactions could disrupt our customer, supplier and/or employee relationships and divert management and our employees’ time and attention. During the pendency of a divestiture, we may be subject to risks related to a decline in the business, loss of employees, customers, or suppliers, and that the transaction may not close, which could have an adverse effect on the business to be divested and on us. Additionally, we may experience harm to our financial results, including loss of revenue, and we may not realize the expected benefits and cost savings of these actions and our operating results may be adversely impacted.
Risks Related to Cyber Security, Data Privacy and Intellectual Property
Breaches of or incidents impacting our networks or systems, or those of Amazon Web Services (“AWS”) or our service providers, could degrade our ability to conduct our business, compromise the integrity of our products, platform and data, result in significant loss or unavailability of data and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.
We depend upon our IT systems to conduct virtually all of our business dependsoperations, ranging from our internal operations and research and development activities to our marketing and sales efforts and communications with our customers and business partners. We have in part upon identifying, developingthe past and maintaining strategic relationships with independentmay in the future be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software vendor (ISV) development platformsbugs, server malfunctions, software or hardware failures, loss or unavailability of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, natural disasters, and system integrators. As partother similar threats.
Individuals or entities may attempt to penetrate the security of our growth strategy, we planplatform, or of our network or systems, and to further develop product partnerships with ISV development platformscause harm to embedour business operations, including by misappropriating our proprietary information or that of our customers, employees and business partners or to cause interruptions of our products and platform. In particular, cyberattacks and other malicious internet-based activity continue to increase in frequency and in magnitude generally, and cloud-based companies have been targeted in the past. In addition to threats from traditional computer hackers, malicious code, software vulnerabilities, supply chain attacks and vulnerabilities through our third-party partners, employees theft or misuse, password spraying, phishing, smishing, vishing, credential stuffing and denial-of-service attacks, we also face threats from sophisticated organized crime, nation-state, and nation-state supported actors who engage in attacks (including advanced persistent threat intrusions) that add to the risk to our systems (including those hosted on AWS or other cloud services), internal networks, our customers’ systems and the information that they store and process. Ransomware and cyber extortion attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate or reduce the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Because the techniques used to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, we may be required to make further investments over time to protect data and infrastructure as additional distribution channelscybersecurity threats develop, evolve and grow more complex over time. We may also intendbe unable to further develop partnerships anticipate these techniques,
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and specific solution areas with systems integrators. If we fail to establish these relationships,may not become aware in a timely manner of any security breach or incident, which could exacerbate any damage we experience.
Additionally, we depend upon our employees and cost-effectivecontractors to appropriately handle confidential and sensitive data, including customer data, and to deploy our IT resources in a safe and secure manner that does not expose our network systems to security breaches or incidents or the loss, alteration, unavailability, or other unauthorized processing of data. We have been and expect to be subject to cybersecurity threats and incidents, including denial-of-service attacks, employee errors or individual attempts to gain unauthorized access to information systems. Any data security incidents, including internal malfeasance or inadvertent disclosures by our employees or a third party’s fraudulent inducement of our employees to disclose information, unauthorized access or usage, virus or similar breach or incident or disruption of our platform, systems, or networks or those of our service providers, such as AWS, could result in loss, unavailability, or other unauthorized processing of confidential information, and any such event, or the perception that it has occurred, may result in damage to our reputation, erosion of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities. For example, in June and August 2022, we became aware that threat actors had conducted sophisticated social engineering campaigns against some of our employees after having obtained employee names and cell phone numbers from unknown sources. The attack identified in August, which involved smishing text messages that purported to be from our IT department, resulted in the threat actor obtaining some of our employees’ credentials and access to certain data of approximately 209 customers out of our total customer base of approximately 270,000 at that time. We notified and worked with our affected customers. We also notified appropriate regulators and addressed their questions about the incident. We also took steps to remediate the incident, including enhancing our security training, improving our two factor authentication requirements, implementing additional layers of control within our VPN, reducing access to certain internal applications and tools, and increasing the refresh frequency for access to certain internal applications. Industry reports indicate that the threat actors also attacked other technology, telecommunication and cryptocurrency companies.
Furthermore, we are required to comply with laws and regulations that require us to maintain the security of personal information and we may have contractual and other legal obligations to notify customers, regulators, impacted individuals or other relevant stakeholders of security breaches. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences. These consequences may include: government enforcement actions and other actions or proceedings (for example, investigations, audits, and inspections), and related fines, penalties, required remedial actions, or other obligations and liabilities; additional reporting requirements and/or oversight; restrictions on processing or transferring data (including personal data); claims, demands, and litigation (including class claims); indemnification obligations; monetary fund diversions; interruptions in our operations (including availability of data); financial loss and other similar harms. Actual and perceived security incidents and attendant consequences could also lead to negative publicity and reputational harm, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or mitigate the security incident. Accordingly, if our cybersecurity measures or those of AWS or our service providers fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks), or if our employees or contractors compromise or mishandle data, then our reputation, customer trust, business, results of operations and financial condition could be adversely affected.
While we maintain errors, omissions and cyber liability insurance policies covering certain security and privacy damages, we cannot be certain that our existing insurance coverage will continue to be available on acceptable terms or will be available, and in sufficient amounts, to cover the potentially significant losses that may result from a security incident or breach or that the insurer will not deny coverage as to any future claim.
We substantially rely upon AWS to operate our platform, and any disruption of or interference with our use of AWS would adversely affect our business, results of operations and financial condition.
We outsource a substantial majority of our cloud infrastructure to AWS, which hosts our products and platform. Our customers need to be able to reliably access our platform, without material interruption or degradation of performance. AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We have experienced, and expect that we may experience interruptions, delays and outages in service and availability in the future due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be caused by a number of potential causes, including technical failures, natural disasters, public health epidemics or pandemics (such as COVID-19), fraud or security attacks. In addition, if our security, or that of AWS, is compromised, our products or platform are unavailable, or if our users are unable to use our products within a reasonable amount of time or at all, any one of which may be due to circumstances beyond our control, then our business, results of operations and financial condition could be adversely affected. Additionally, evenIn some instances, we may encounter difficulties or otherwise
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not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance and to troubleshoot performance issues, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, or other factors that may result in interruptions, delays and outages in service and availability of our products and/or services, our business, results of operations and financial condition may be adversely affected. In addition, if Amazon requires that we comply with unfavorable terms in order to continue our use of AWS or if Amazon implements any changes in its service levels for AWS, the changes may adversely affect our ability to meet our customers’ requirements, result in negative publicity which could harm our reputation and brand and may adversely affect the usage of our platform.
The substantial majority of the services we use from AWS are for cloud-based server capacity and, to a lesser extent, storage and other optimization offerings. AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. We access AWS infrastructure through standard IP connectivity protocols. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement if we fail to cure a breach of the agreement within 30 days of our being notified of the breach and, in some cases, AWS may suspend the agreement immediately for cause upon notice. Although we expect that we could procure similar services from other third parties, if any of our arrangements with AWS are successful at developing these relationships but there are problemsterminated, we could experience interruptions to our platform and encounter difficulties in our ability to make our products reliably accessible by customers, as well as delays and additional expenses in procuring, implementing, and transitioning to alternative cloud infrastructure services. Any of the above circumstances or issues with the integrations or enterprises are not willing to purchase through ISV development platforms,events may harm our reputation, anderode customer trust, cause customers to stop using or reduce their usage of our products, discourage them from renewing their contracts, impair our ability to increase revenue from existing customers, impair our ability to grow our customer base, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, may also be adversely affected.

Anyresults of operations and financial condition.

Our actual or perceived failure to offer high-quality customer supportcomply with increasingly stringent laws, regulations and contractual obligations relating to privacy, data protection and data security could harm our reputation and subject us to significant fines and liability or loss of business.
We and our customers are subject to numerous domestic (for example, the California Consumer Privacy Act of 2018 (“CCPA”)) and foreign (for example, the General Data Protection Regulation (“GDPR”) in the European Union (“EU”)) privacy, data protection and data security laws and regulations that restrict the collection, use, disclosure and processing of personal information, including financial and health data. These laws and regulations are expanding globally, evolving, are being tested in courts, may adversely affectresult in increasing regulatory and public scrutiny of our relationshipspractices relating to personal information and may increase our exposure to regulatory enforcement action, sanctions and litigation.
The CCPA imposes obligations on businesses to which it applies. These obligations include, but are not limited to, providing specific disclosures in privacy notices and affording California residents certain rights related to their personal information. The CCPA allows for statutory fines for noncompliance. In addition, the California Privacy Rights Act of 2020 (“CPRA”), which became enforceable as of January 1, 2023, expanded the CCPA protections for consumers and employees. Similar laws have been enacted or been proposed at the state and federal levels. For example, Connecticut, Utah, Virginia and Colorado have each passed laws similar to but different from the CCPA and CPRA that have taken or will take effect in 2023; Florida, Montana, and Texas have enacted similar legislation that becomes effective in 2024; Tennessee and Iowa have passed such a law that will take effect in 2025; and Indiana has enacted similar legislation that will become effective in 2026. If we become subject to new privacy, data protection and data security laws, the risk of enforcement action against us could increase because we may become subject to additional obligations, and the number of individuals or entities that can initiate actions against us may increase, including individuals, via a private right of action, and state actors.
Outside the United States, an increasing number of laws, regulations, and industry standards apply to privacy, data protection and data security. For example, the GDPR, the United Kingdom’s Data Protection Act 2018 (“UK GDPR”) and the Swiss Federal Act on Data Protection impose strict requirements for processing the personal information of individuals protected by the legislation, whether their data is processed within or outside the European Economic Area (“EEA”), the United Kingdom (“UK”) and Switzerland, respectively (such jurisdictions, collectively, “Europe”). For example, the GDPR imposes significant requirements regarding the processing of individuals’ personal information, including in relation to transparency, lawfulness of processing, individuals’ privacy rights, compliant contracting, data minimization, data breach notification, data re-usage, data retention, security of processing and international data transfers. Under the GDPR and UK GDPR, government regulators may impose temporary or definitive bans on data processing or data transfers, require a company to delete data, as well as impose significant fines, potentially ranging up to 20 million Euros under the GDPR, 17.5 million GBP under the UK GDPR, or 4% of a company’s worldwide revenue, whichever is higher. Further, individuals may initiate compensation claims or litigation related to our processing of their personal information. Other privacy laws in Europe impose strict requirements
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around marketing communications and the deployment of cookies on users’ devices. As another example, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) may apply to our operations. The LGPD broadly regulates processing of personal information of individuals in Brazil and imposes compliance obligations and penalties comparable to those of the GDPR. Additionally, we expect an increase in the regulation of the use of AI and ML in products and services. For example, in Europe, the proposed AI Act, if adopted, could impose onerous obligations related to the development, placing on the market and use of AI-related systems. We may have to change our business practices to comply with such obligations.
Further, the interpretation and application of new domestic and foreign laws and regulations in many cases is uncertain, and our legal and regulatory obligations in such jurisdictions are subject to frequent and unexpected changes, including the potential for various regulatory or other governmental bodies to enact new or additional laws or regulations, to issue rulings that invalidate prior laws or regulations, or to increase penalties significantly. For example, the EU’s Digital Services Act and Digital Markets Act recently entered into force, whereas proposed laws in Europe include the Artificial Intelligence Act and the Data Act. Also, the UK Parliament is currently debating the Data Protection and Digital Information (No. 2) Bill which, if enacted, will introduce certain changes to the UK’s data protection laws.
Similarly, with our registration as an interconnected VoIP provider for certain products with the Federal Communications Commission (“FCC”), we also must comply with privacy laws associated with customer proprietary network information rules in the United States. If we fail or are perceived to have failed to maintain compliance with these requirements, we could be subject to regulatory audits, civil and criminal penalties, fines and breach of contract claims, as well as reputational damage, which could impact the willingness of customers to do business with us.
In addition to our legal obligations, our contractual obligations relating to privacy, data protection and prospectivedata security have become increasingly stringent due to changes in laws and regulations and the expansion of our offerings. Certain privacy, data protection and data security laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. In addition, we support customer workloads that involve the processing of protected health information and are required to sign business associate agreements with customers that subject us to requirements under the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, as well as state laws that govern health information.
Our actual or perceived failure to comply with laws, regulations, contractual commitments, or other actual or asserted obligations, including certain industry standards, regarding privacy, data protection and data security could lead to costly legal action, adverse publicity, significant liability, inability to process data, and decreased demand for our services, which could adversely affect our business, results of operations and financial condition.

Many

As a cumulative example of these risks, because our primary data processing facilities are in the United States, we have experienced hesitancy, reluctance, or refusal by European or multinational customers to continue to use our services due to the potential risks posed as a result of the Court of Justice’s July 2020 ruling in the “Schrems II” case, as well as related guidance from regulators and the recent enforcement action against Meta by the Irish Data Protection Commission. For example, absent appropriate safeguards or other circumstances, the GDPR and laws in Switzerland and the UK generally restrict the transfer of personal information to countries outside of the EEA, Switzerland and the UK such as the United States, that the European Commission does not consider as providing an adequate level of privacy, data protection and data security. On March 25, 2022, the United States and EU announced an “agreement in principle” to replace the EU-U.S. Privacy Shield transfer framework with the Trans-Atlantic Data Privacy Framework. Progress has since been made towards the establishment of this as a valid transfer mechanism with President Biden’s issuance of the Executive Order Enhancing Safeguards for United States Signals Intelligence Activity in October 2022. Additionally, on December 13, 2022, the European Commission published a draft adequacy decision on the level of protection of personal data under the EU-U.S. Data Privacy Framework and on February 28, 2023, the European Data Protection Board adopted its opinion on the draft adequacy decision on the level of protection of personal data under the EU-U.S. Data Privacy Framework, but this framework has not yet been established. If we cannot implement and maintain a valid mechanism for cross-border data transfers, we and our customers depend onmay face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from Europe or elsewhere. The inability to import personal information to the United States could significantly and negatively impact our customer support team to assist them in deploying our products effectively to help them to resolve post-deployment issues quickly and to provide ongoing support. If we do not devote sufficient resources or are otherwise unsuccessful in assisting our customers effectively, it could adversely affectbusiness operations; limit our ability to retain existingcollaborate with parties that are subject to data privacy and security laws; or require us to increase our personal information processing capabilities in Europe and/or elsewhere at significant expense. In addition, outside of Europe, other jurisdictions have proposed and enacted laws relating to cross-border data transfer or requiring personal information, or certain subcategories of personal information, to be stored in the jurisdiction of origin. If we are unable to increase our data processing capabilities and storage in Europe and other countries to limit or eliminate the need for data transfers out of Europe and other applicable countries quickly enough, and other valid solutions for personal information transfers to the United States or other countries are not available or are difficult to implement in the interim, we will likely face
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continuing reluctance from European and multinational customers to use our services and increased exposure to regulatory actions, substantial fines and injunctions against processing or transferring personal information across borders.
Evolving laws, regulations, and other actual and asserted obligations relating to privacy, data protection, and data security, as well as any new or evolving obligations relating to the use of AI and ML technologies, could prevent prospective customers from adoptingreduce demand for our products.platform, increase our costs, impair our ability to grow our business, or restrict our ability to store and process data or, in some cases, impact our ability to offer our service in some locations and may subject us to liability. Further, in view of new or modified federal, state or foreign laws and regulations, industry standards, contractual obligations and other actual and asserted obligations, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend significant resources to modify our practices and platform and otherwise adapt to these changes. We may be unable to respond quickly enoughmake such changes and modifications in a commercially reasonable manner or at all, and our ability to accommodate short-term increasesdevelop new products and features could be limited.
We could incur substantial costs in demand for customer support. We also may be unableprotecting or defending our intellectual property rights, and any failure to modify the nature, scope and delivery ofprotect our customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support, without corresponding revenue,intellectual property could increase costs and adversely affect our business, results of operations and financial condition.
Our sales are highly dependentsuccess depends, in part, on our ability to protect our brand and the proprietary methods and technologies that we develop under patent and other intellectual property laws. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws and other intellectual property laws, contractual provisions, and internal processes, procedures, and controls in an effort to establish, maintain, enforce, and protect our intellectual property and proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. While we have been issued patents in the United States and other countries and have additional patent applications pending, we may be unable to obtain patent protection for the technology covered in our patent applications. In addition, any patents issued to us in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Further, the laws of some countries do not protect intellectual property or proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of such rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our products and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.
We also rely, in part, on contractual confidentiality obligations we impose on our business reputationpartners, employees, consultants, advisors, customers and on positive recommendations from developers. Anyothers in our efforts to protect our proprietary technology, processes and methods. These obligations may not effectively prevent unauthorized disclosure or use of our confidential information, and it may be possible for unauthorized parties to copy or access our software or other proprietary technology or information, or to develop similar products independently without us having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in these cases, we may not be able to assert any trade secret rights against those parties.
We may be required to spend significant resources to monitor, enforce, maintain, and protect our intellectual property and proprietary rights. Litigation brought to protect and enforce our intellectual property or proprietary rights could be costly, time-consuming and distracting to management, result in a diversion of significant resources, or the narrowing or invalidation of portions of our intellectual property. Our efforts to enforce our intellectual property or proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of such rights. Our failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support,meaningfully protect our intellectual property and proprietary rights, could adversely affecthave an adverse effect on our reputation, business, results of operations and financial condition.

We have been sued and may, in the future, be sued by third parties for alleged infringement of their intellectual or other proprietary rights, which could adversely affect our business, results of operations and financial condition.

There is considerable patent and other intellectual property development activity in our industry. We may also introduce or acquire new products or technologies, including in areas where we historically have not participated, which could increase our exposure to intellectual property infringement claims brought by third parties. Our future success depends, in part, on not infringing the intellectual property or proprietary rights of others. Our competitorsothers and we may be unaware of such rights that may cover some or other third partiesall of our technology or intellectual property. We have claimedfrom time to time been subject to claims that our products or platform and underlying technology are infringing upon third-party intellectual property or proprietary rights. We may be subject to such claims in the future claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. For example, on April 30, 2015, Telesign Corporation, or Telesign, filed a lawsuit against us in the United States District Court, Central District of California (Telesign I). Telesign alleges that we are infringing three U.S. patents that it holds: U.S. Patent No. 8,462,920 (“‘920”), U.S. Patent No. 8,687,038 (“‘038”) and U.S. Patent No. 7,945,034 (“‘034”). The patent infringement allegations in the lawsuit relate to our Programmable Authentication products, our two-factor authentication use case and an API tool to find information about a phone number. Subsequently, on March 28, 2016, Telesign filed a second lawsuit against us in the United States District Court, Central District of California (Telesign II), alleging infringement of U.S. Patent No. 9,300,792 (“‘792”) held by Telesign. The ‘792 patent is in the same patent family as the ‘920 and ‘038 patents asserted in Telesign I, and the infringement allegations in Telesign II relate to our Programmable Authentication products and our two-factor authentication use case. With respect to each of the patents asserted in Telesign I and Telesign II, the complaints seek, among other things, to enjoin us from allegedly infringing these patents along with damages for lost profits. See the section titled “Item 3. Legal Proceedings.” We intend to vigorously defend these lawsuits and believe we have meritorious defenses to each matter in which we are a defendant. However, litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation can involve significant management time and attention and be expensive, regardless of outcome. During the course of these lawsuits, there may be announcements of the results of hearings and motions and other interim developments related to the litigation. If securities analysts or investors regard these announcements as negative, the trading price of our Class A common stock may decline.

In the future, we may receive claims from third parties, including our competitors, that our products or platform and underlying technology infringe or violate a third party’s intellectual property rights, and we may be found to be infringing upon such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. Any claims or litigation could cause us to incur significant expenses (including settlement payments and costs associated with litigation) and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products, or require that we comply with other unfavorable terms. We may also be obligated to indemnify

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Additionally, our customers or business partners in connection with any such litigation and to obtain licenses or modify our products or platform, which could further exhaust our resources. Even if we were to prevail in the event of claims or litigation against us, any claim or litigation regarding intellectual property could be costly and time-consuming and divert the attention of our management and other employees from our business. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm to our brand, business, results of operations and financial condition.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with customers and other third parties typically include indemnification or other provisions under which we agree to indemnify or are otherwise be liable to them for losses suffered or incurred by them as a result of claims of intellectual property infringement, damages caused by us to property or persons or other liabilities relating to or arising from our products or platform or other acts or omissions. The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments or damage claims from contractual breach could harm our business, results of operations and financial condition.infringement. Although we normally contractuallytypically limit our liability with respect to such obligations through such agreements, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our products and adversely affect our business, results of operations and financial condition.

We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition.

Our success depends, in part, on our ability to protect our brand and the proprietary methods and technologies that we develop under patent and other intellectual property lawsindemnification obligations.

Regardless of the United States and foreign jurisdictions so that we can prevent others from using our inventions andmerits or ultimate outcome of any claims of infringement, misappropriation, or violation of intellectual or other proprietary information. As of September 30, 2017, we had 13 registered trademarks in the United States and 61 registered trademarks in foreign jurisdictions. In addition, as of September 30, 2017, in the United States, we had been issued 74 patents which expire between 2029 and 2036, and we had 40 patent applications pending for examination and two pending provisional applications. As of such date, we also had seven issued patents and seven patent applications pending for examination in foreign jurisdictions, all of which are related to U.S. patents and patent applications. There can be no assurance that additional patents will be issued or that any patentsrights that have been issuedor may be brought against us or that we may be issued inbring against others, these types of claims, disputes, and lawsuits are time-consuming and expensive to resolve, divert management’s time and attention, and could harm our reputation. Litigation is inherently unpredictable and we cannot predict the future will provide significant protection for our intellectual property. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business,timing, nature, controversy or outcome of disputes brought against us or assure you that the results of operations and financial condition may be adversely affected.

There can be no assurance that the particular formsany of intellectual property protection that we seek, including business decisions about when to file trademark applications and patent applications,these actions will be adequate to protect our business. We could be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, the narrowing or invalidation of portions of our intellectual property andnot have an adverse effect on our business, results of operations andor financial condition. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights or alleging that we infringe the counterclaimant’s own intellectual property. Any of our patents, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

We also rely, in part, on confidentiality agreements with our business partners, employees, consultants, advisors, customers and others in our efforts to protect our proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of our confidential information, and it may be possible for unauthorized parties to copy our software or other proprietary technology or information, or to develop similar software independently without our having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in these cases we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may increase.

We cannot be certain that our means of protecting our intellectual property and proprietary rights will be adequate or that our competitors will not independently develop similar technology. If we fail to meaningfully protect our intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely affected.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

Our products and platform incorporate open source software, and we expect to continue to incorporate open source software in our products and platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and platform. Moreover, althoughAlthough we have implemented policies to regulate the use and incorporation of open source software into our products and platform, we cannot be certain that we have not incorporated open source software in our products or platform in a manner that is inconsistent with such policies. If we fail to comply with open source licenses, we may be subject to certain requirements, including requirements that we offer our products that incorporate the open source software for no cost, that we make available the source code for any modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had not, or have not, complied with the terms and conditions of one or more of these licenses,the license for such open source software, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software and required to comply with onerous conditions or restrictions on these products. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products and platform and to re-engineer our products or platform or discontinue offering our products to customers in the event re-engineering cannot be accomplished on a timely basis. Any of the foregoing could require us to devote additional research and development resources to re-engineer our products or platform, coulddamage our reputation, give rise to increased scrutiny regarding our use of open source software, result in customer dissatisfaction and may adversely affect our business, results of operations and financial condition.

Risks Related to Legal and Regulatory Matters
Certain of our products are subject to telecommunications-related regulations, and future legislative or regulatory actions could adversely affect our business, results of operations and financial condition.
As a provider of communications products, we are subject to existing or potential FCC regulations relating to privacy, telecommunications, consumer protection and other requirements. In addition, the extension of telecommunications regulations to our non-interconnected VoIP services could result in additional federal and state regulatory obligations and taxes. We are also in discussions with certain jurisdictions regarding potential sales and other taxes for prior periods that we may acquire or invest in companies,owe. In the event any of these jurisdictions disagree with management’s assumptions and analysis, the assessment of our tax exposure could differ materially from management's current estimates, which may divertincrease our management’s attentioncosts of doing business and negatively affect the prices our customers pay for our services. If we do not comply with FCC rules and regulations, we could be subject to FCC enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products. For example, on January 25, 2023, we received a “cease-and-desist” letter from the FCC related to reported fraudulent traffic on our messaging platform. We subsequently removed the identified traffic. In response to written questions from the FCC, we provided to the agency a follow-up letter on February 10, 2023 detailing our fraud mitigation practices and various improvements being carried out to reduce future risks. There has been no further communication from the agency on this matter. Any enforcement action by the FCC, which may be a public process, would hurt our reputation in the industry, could erode customer trust, possibly impair our ability to sell our VoIP and other telecommunications products to customers and could adversely affect our business, results of operations and financial condition.
Certain of our products are subject to a number of FCC regulations and laws that are administered by the FCC. Among others, we must comply (in whole or in part) with:
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the Communications Act of 1934, as amended, which regulates communications services and the provision of such services;
the Telephone Consumer Protection Act, which limits the use of automatic dialing systems for calls and texts, artificial or prerecorded voice messages and fax machines;
the Communications Assistance for Law Enforcement Act, which requires covered entities to assist law enforcement in undertaking electronic surveillance;
requirements to safeguard the privacy of certain customer information;
payment of annual FCC regulatory fees and contributions to FCC-administered funds based on our interstate and international revenues; and
rules pertaining to access to our services by people with disabilities and contributions to the Telecommunications Relay Services fund.
In addition, Congress and the FCC are attempting to mitigate the prevalence of robocalls by requiring participation in a technical standard called Signature-based Handling of Asserted Information Using toKENs (“SHAKEN”) and Secure Telephone Identity Revisited (“STIR”) (together, “SHAKEN/STIR”), which allows voice carriers to authenticate caller ID, prohibiting malicious spoofing.
Similarly, in May 2021, the Biden Administration issued an Executive Order requiring federal agencies to implement additional information technology security measures, including, among other things, requiring agencies to adopt multifactor authentication and encryption for data at rest and in transit to the maximum extent consistent with Federal records laws and other applicable laws. The National Institute of Standards and Technology issued a Secure Software Development Framework (SSDF) on September 30, 2021 and Software Supply Chain Security Guidance (incorporating the SSDF), on February 4, 2022, and on March 7, 2022, the Office of Management and Budget directed federal agencies to incorporate both documents into their software lifecycle and acquisitions practices. The Executive Order also may lead to the development of additional secure software development practices and/or criteria for a consumer software labeling program, the criteria which will reflect a baseline level of secure practices, for software that is developed and sold to the U.S. federal government. Software developers will be required to provide visibility into their software and make security data publicly available. Due to this Executive Order, federal agencies may require us to modify our cybersecurity practices and policies, thereby increasing our compliance costs. If we are unable to meet the requirements of the Executive Order, our ability to work with the U.S. government may be impaired and may result in debta loss of revenue.
If we do not comply with any current or dilutionfuture rules or regulations that apply to our stockholders. Webusiness, we could be subject to substantial fines and penalties, and we may be unablehave to integrate acquired businessesrestructure our offerings, exit certain markets or raise the price of our products. In addition, any uncertainty regarding whether particular regulations apply to our business, and technologies successfullyhow they apply, could increase our costs or achieve the expected benefits of such acquisitions.

We may evaluatelimit our ability to grow.

As we continue to expand internationally, we have become subject to telecommunications laws and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products and other assetsregulations in the future. We also may enter into relationships with other businessesforeign countries where we offer our products. Internationally, we currently offer our products in more than 180 countries and territories.
Our international operations are subject to expandcountry-specific governmental regulation and related actions that have increased and will continue to increase our compliance costs or impact our products and platform which couldor prevent us from offering or providing our products in certain countries. Moreover, the regulation of CPaaS companies like us is continuing to evolve internationally and many existing regulations may not fully contemplate the CPaaS business model or how they fit into the communications regulatory framework. As a result, interpretation and enforcement of regulations often involve preferred or exclusive licenses, additional channelssignificant uncertainties. In many countries, including those in the European Union, a number of distribution, discount pricing or investments in other companies.

Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, theirour products or services are subject to licensing and communications regulatory requirements which increases the level of scrutiny and enforcement by regulators. Future legislative, regulatory or judicial actions impacting CPaaS services could also increase the cost and complexity of compliance and expose us to liability. For example, in some countries, some or all of the services we offer are not easily adaptedconsidered regulated telecommunications services, while in other countries they are subject to worktelecommunications regulations, including but not limited to payment into universal service funds, licensing fees, provision of emergency services, provision of information to support emergency services and number portability. Failure to comply with these regulations could result in our platform,Company being issued remedial directions to undertake independent audits and implement effective systems, processes and

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practices to ensure compliance, significant fines or we have difficulty retaining the customers of any acquired business due to changesbeing prohibited from providing telecommunications services in ownership, management or otherwise. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for developmenta jurisdiction.
Moreover, certain of our existing business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or weproducts may be exposedused by customers located in countries where voice and other forms of Internet Protocol (“IP”) communications may be illegal or require special licensing or in countries on a U.S. embargo list. Even where our products are reportedly illegal or become illegal or where users are located in an embargoed country, users in those countries may be able to unknown riskscontinue to use our products in those countries notwithstanding the illegality or liabilities.

Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactionsembargo. We may often be subject to approvals that are beyondpenalties or governmental action if consumers continue to use our control. Consequently, these transactions, evenproducts in countries where it is illegal to do so or if announced,we use a local partner to provide services in a country and the local partner does not comply with applicable governmental regulations. Any such penalties or governmental action may be costly and may harm our business and damage our brand and reputation. We may be required to incur additional expenses to meet applicable international regulatory requirements or be required to raise the prices of services, or restructure or discontinue those services if required by law or if we cannot or will not be completed. For one or more ofmeet those transactions, we may:

·                  issue additional equity securities that would dilute our existing stockholders;

·                  use cash that we may need in the future to operate our business;

·                  incur large charges or substantial liabilities;

·                  incur debt on terms unfavorable to us or that we are unable to repay;

·                  encounter difficulties retaining key employeesrequirements. Any of the acquired company or integrating diverse software codes or business cultures; and

·                  become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

The occurrence of any of these foregoing could adversely affect our business, results of operations and financial condition.

We depend largely

If we are unable to obtain or retain geographical, mobile, regional, local or toll-free numbers, or to effectively process requests to port such numbers in a timely manner due to industry regulations, our business and results of operations may be adversely affected.
Our future success depends in part on our ability to obtain allocations of geographical, mobile, regional, local and toll-free direct inward dialing numbers or phone numbers as well as short codes and alphanumeric sender IDs (collectively, “Numbering Resources”) in the continued servicesUnited States and foreign countries at a reasonable cost and without overly burdensome restrictions. Our ability to obtain allocations of, assign and retain Numbering Resources depends on factors outside of our senior managementcontrol, such as applicable regulations, the practices of authorities that administer national numbering plans or of network service providers from whom we can provision Numbering Resources, such as offering these Numbering Resources with conditional minimum volume call level requirements, the cost of these Numbering Resources and the level of overall competitive demand for new Numbering Resources.
In addition, in order to obtain allocations of, assign and retain Numbering Resources in the EU or certain other key employees,regions, we are often required to be licensed by local telecommunications regulatory authorities, some of which have been increasingly monitoring and regulating the categories of Numbering Resources that are eligible for provisioning to our customers. We have obtained licenses and are in the process of obtaining licenses in various countries in which we do business, but in some countries, the regulatory regime around provisioning of Numbering Resources is unclear, subject to change over time, and sometimes may conflict from jurisdiction to jurisdiction. Furthermore, these regulations and governments’ approach to their enforcement, as well as our products and services, are still evolving and we may be unable to maintain compliance with applicable regulations, or enforce compliance by our customers, on a timely basis or without significant cost. Also, compliance with these types of regulation may require changes in products or business practices that result in reduced revenue. Due to our or our customers’ assignment and/or use of Numbering Resources in certain countries in a manner that violates applicable rules and regulations, we have been subjected to government inquiries and audits, and may in the future be subject to significant penalties or further governmental action, and in extreme cases, may be precluded from doing business in that particular country. We have also been forced to reclaim Numbering Resources from our customers as a result of certain events of non-compliance. These reclamations result in loss of anycustomers, loss of whomrevenue, reputational harm, erosion of customer trust, and may also result in breach of contract claims, all of which could adversely affecthave an adverse effect on our business, results of operations and financial condition.

Due to their limited availability, there are certain popular area code prefixes that we generally cannot obtain. Our inability to acquire or retain Numbering Resources for our operations may make our voice and messaging products less attractive to potential customers in the affected local geographic areas. In addition, future performance dependsgrowth in our customer base, together with growth in the customer bases of other providers of cloud communications, has increased, which increases our dependence on needing sufficiently large quantities of Numbering Resources. It may become increasingly difficult to source larger quantities of Numbering Resources as we scale and we may need to pay higher costs for Numbering Resources, and Numbering Resources may become subject to more stringent regulation or conditions of usage such as the registration and on-going compliance requirements discussed above.
Additionally, in some geographies, we support number portability, which allows our customers to transfer their existing phone numbers to us and thereby retain their existing phone numbers when subscribing to our voice and messaging products. Transferring existing numbers is a manual process that can take up to 15 business days or longer to complete. Any delay that we experience in transferring these numbers typically results from the fact that we depend on network service providers to transfer these numbers, a process that we do not control, and these network service providers may refuse or substantially delay
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the transfer of these numbers to us. Number portability is considered an important feature by many potential customers, and if we fail to reduce any related delays, then we may experience increased difficulty in acquiring new customers.
United States federal legislation and international laws impose certain obligations on the continued services and contributionssenders of commercial emails, which could minimize the effectiveness of our senior managementplatform, and establish financial penalties for non-compliance, which could increase the costs of our business.
The Federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) establishes certain requirements for commercial email messages and transactional email messages and specifies penalties for the transmission of email messages that are intended to deceive the recipient as to source or content. Among other key employeesthings, the CAN-SPAM Act, obligates the sender of commercial emails to executeprovide recipients with the ability to “opt-out” of receiving future commercial emails from the sender. In addition, some states have passed laws regulating commercial email practices that are significantly more restrictive and difficult to comply with than the CAN-SPAM Act. For example, Utah and Michigan prohibit the sending of email messages that advertise products or services that minors are prohibited by law from purchasing or that contain content harmful to minors to email addresses listed on specified child protection registries. Some portions of these state laws may not be preempted by the CAN-SPAM Act. In addition, certain non-U.S. jurisdictions in which we operate have enacted laws regulating the sending of email that are more restrictive than U.S. laws. For example, some foreign laws prohibit sending broad categories of email unless the recipient has provided the sender advance consent (or “opted-in”) to receipt of such email. If we were found to be in violation of the CAN-SPAM Act, applicable state laws governing email not preempted by the CAN-SPAM Act or foreign laws regulating the distribution of email, whether as a result of violations by our customers or our own acts or omissions, we could be required to pay large penalties, which would adversely affect our financial condition, significantly harm our business, plan,injure our reputation and erode customer trust. The terms of any injunctions, judgments, consent decrees or settlement agreements entered into in connection with enforcement actions or investigations against our company in connection with any of the foregoing laws may also require us to developchange one or more aspects of the way we operate our products and platform, to deliverbusiness, which could impair our products to customers,ability to attract and retain customers or could increase our operating costs.
Our customers’ and other users’ violation of our policies or other misuse of our platform to transmit unauthorized, offensive or illegal messages, spam, phishing scams, and website links to harmful applications or for other fraudulent or illegal activity could damage our reputation, and we may face a risk of litigation and liability for illegal activities on our platform and unauthorized, inaccurate, or fraudulent information distributed via our platform.
The actual or perceived improper sending of text messages or voice calls may subject us to potential risks, including liabilities or claims relating to consumer protection laws and regulatory enforcement, including fines. For example, the Telephone Consumer Protection Act of 1991 (“TCPA”) restricts telemarketing and the use of automatic SMS text messages without explicit customer consent. TCPA violations can result in significant financial penalties, as businesses can incur penalties or criminal fines imposed by the FCC or be fined up to $1,500 per violation through private litigation or state attorneys general or other state actor enforcement. Class action suits are the most common method for private enforcement. This has resulted in civil claims against our company and requests for information through third-party subpoenas. The scope and interpretation of the laws that are or may be applicable to the delivery of text messages or voice calls are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face direct liability.
Moreover, certain customers may use our platform to transmit unauthorized, offensive or illegal messages, calls, spam, phishing scams, and website links to harmful applications, reproduce and distribute copyrighted material or the trademarks of others without permission, and report inaccurate or fraudulent data or information. These issues also arise with respect to a portion of those users who use our platform on a free trial basis or upon initial use. These actions are in violation of our policies, in particular, our Acceptable Use Policy. For example, on January 25, 2023, we received a cease-and-desist letter from the FCC alleging that we were transmitting illegal robocall traffic that originated from an independent software vendor customer and their end user customer. In response, we have suspended the customers’ accounts and we provided to the FCC a follow-up letter on February 10, 2023 detailing our fraud mitigation practices and various improvements being carried out to reduce future risks. There has been no further communication from the agency on this matter. Failure to respond appropriately to the FCC’s allegations could allow domestic carriers to begin blocking all voice traffic transmitting from our network. However, our efforts to defeat spamming attacks, illegal robocalls and other fraudulent activity will not prevent all such attacks and activity. Such use of our platform could damage our reputation and we could face claims for damages, regulatory enforcement, copyright or trademark infringement, defamation, negligence, or fraud. Furthermore, enacting more stringent controls on our customers’ use of our platform to combat such violations of our Acceptable Use Policy could increase friction for our legitimate customers and decrease their use of our platform.
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Our customers’ and other users’ promotion of their products and services through our platform might not comply with federal, state, and foreign laws or of contractual requirements imposed by carriers, such as the CTIA Shortcode Agreement, The Campaign Registry, and associated policies. We rely on contractual representations made to us by our customers that their use of our platform will comply with our policies and applicable law, including, without limitation, our email and messaging policies. Although we retain the right to verify that customers and other users are abiding by certain contractual terms, our Acceptable Use Policy and our email and messaging policies and, in certain circumstances, to review their email, messages and distribution lists, our customers and other users are ultimately responsible for compliance with our policies, and we do not systematically audit our customers or other users to confirm compliance with our policies. We cannot predict whether our role in facilitating our customers’ or other users’ activities will result in violations of carrier policies which could result in fines, administrative delays, or service interruptions. We also cannot predict whether our role in facilitating our customers’ or other users’ activities would expose us to liability under applicable state or federal law, or whether that possibility could become more likely if changes to current laws regulating content moderation, such as Section 230 of the Communications Decency Act, are enacted. If we are found liable for our customers’ or other users’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise expend resources to remedy any damages caused by such actions and to identifyavoid future liability.
Additionally, our products may be subject to fraudulent usage, including but not limited to revenue share fraud, domestic traffic pumping, subscription fraud, premium text message scams and pursue opportunities. The loss of services of senior managementother fraudulent schemes. Although our customers are required to set passwords or other key employees could significantly delay or preventpersonal identification numbers to protect their accounts, third parties have in the achievementpast been, and may in the future be, able to access and use their accounts through fraudulent means. Furthermore, spammers attempt to use our products to send targeted and untargeted spam messages. We cannot be certain that our efforts to defeat spamming attacks will be successful in eliminating all spam messages from being sent using our platform. In addition, a cybersecurity breach of our development and strategic objectives. In particular, we dependcustomers’ systems could result in exposure of their authentication credentials, unauthorized access to a considerable degreetheir accounts or fraudulent calls on the vision, skills, experience and effort of our co-founder and Chief Executive Officer, Jeff Lawson. None of our executive officers or other senior management personnel is bound by a written employment agreement andtheir accounts, any of them may terminate employment with us at any time with no advance notice. The replacement of any of our senior management personnel would likely involve significant time and costs, and such loss could significantly delay or prevent the achievement of our business objectives. The loss of the services of our senior management or other key employees for any reason could adversely affect our business, results of operations and financial condition.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage us as a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled management, technical, sales and other personnel with experience in our industry in the San Francisco Bay Area, where our headquarters are located, and in other locations where we maintain offices. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be unable to manage our business effectively, including the development, marketing and sale of our products, which could adversely affect our business, results of operations and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

Volatility in, or lack of performance of, our stock price may also affect our ability to attract and retain key personnel. Many of our key personnel are, or will soon be, vested in a substantial amount of shares of Class A common stock or stock options. Employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that they hold are significantly above the trading price of our Class A common stock. If we are unable to retain our employees, our business, results of operations and financial condition could be adversely affected.

Our products and platform and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of our products to comply with or enable our customers and channel partners to comply with applicable laws and regulations would harm our business, results of operations and financial condition.

We and our customers that use our products may be subject to privacy- and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of personal data, financial data, health data or other similar data. Existing U.S. federal and various state and foreign privacy- and data protection-related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding privacy- and data protection-related matters. New laws, amendments to or re-interpretations of existing laws and regulations, rules of self-regulatory bodies, industry standards and contractual obligations may impact our business and practices, and we may be required to expend significant resources to adapt to these changes, or stop offering our products in certain countries. These developments could adversely affect our business, results of operations and financial condition.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiable information of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data, and to the security measures applied to such data. Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and use of personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online identifiers. In particular, on April 27, 2016 the European Union adopted the General Data Protection Regulation 2016/679 (GDPR) that will take full effect on May 25, 2018.  The GDPR will repeal and replace the EU Data Protection Directive 95/46/EC and it will be directly applicable across EU member states. The GDPR applies to any company established in the EU as well as to those outside the EU if they collect and use personal data through the provision of goods or services to individuals in the EU or monitoring their behavior (for example, through online tracking).  The GDPR enhances data protection obligations for businesses and provides direct legal obligations for service providers (data processors) processing personal data on behalf of customers, including with respect to cooperation with European data protection authorities, implementation of security measures and keeping records of personal data processing activities. Noncompliance with the GDPR can trigger steep fines of up to €20 million or 4% of global annual revenues, whichever is higher. Given the breadth and depth of changes in data protection obligations, preparing to meet the GDPR’s requirements before its application on May 25, 2018 requires time, resources and a review of the technology and systems currently in use against the GDPR’s requirements. We are taking steps to prepare for complying with the GDPR requirements, including integrating GDPR-compliant privacy protections into our products and services, commercial agreements and record-keeping practices to help us and our customers meet compliance GDPR obligations. Additional EU laws and regulations (and member states implementations thereof) further govern the protection of consumers and of electronic communications. Although we endeavor to have our products and platform comply with applicable laws and regulations, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or our internal practices. In addition, we may find it necessary or desirable to join industry or other self-regulatory bodies or other privacy- or data protection-related organizations that require compliance with their rules pertaining to privacy and data protection. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal, financial and other data.

We have in the past relied on adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles and compliance with the U.S.—EU and U.S.—Swiss Safe Harbor Frameworks as agreed to and set forth by the U.S. Department of Commerce, and the European Union and Switzerland. As a result of the October 6, 2015 European Union Court of Justice, or ECJ, decision in Case C-362/14 (Schrems v. Data Protection Commissioner) regarding the adequacy of the U.S.—EU Safe Harbor Framework, the U.S.—EU Safe Harbor Framework is no longer deemed to be a valid method of compliance with restrictions set forth in the EU Data Protection Directive 95/46/EC (and member states’ implementations thereof) regarding the transfer of personal data outside of the European Economic Area. On July 12, 2016, the European Commission adopted the EU-U.S. Privacy Shield Framework to replace the Safe Harbor Framework and on January 12, 2017, the Swiss Government announced the approval of the Swiss-U.S. Privacy Shield Framework to replace the U.S.-Swiss Safe Harbor Framework. We self-certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks which ensure that we are implementing adequate privacy protections for EU personal data transferred to the U.S. The Privacy Shield Framework continues to face criticism from privacy advocates (which believe that it does not ensure adequate protections for personal data transferred to the US) and is subject to pending legal challenges in the General Court of the ECJ. Likewise, another transfer mechanism provided by the EU data protection legislation — the standard contractual clauses approved by the European Commission — is subject to a pending litigation before the Irish High Court (on grounds similar to those that led to the invalidation of the Safe Harbor framework), which recently referred questions on the validity of such clauses to the ECJ. In light of the above and the uncertainties surrounding mechanisms for data transfers, we anticipate engaging in efforts to legitimize data transfers from the European Economic Area. We may be unsuccessful in establishing legitimate means of transferring data from the European Economic Area, we may experience hesitancy, reluctance, or refusal by European or multinational customers to continue to use our services due to the potential risk exposure to such customers as a result of the ECJ ruling, and we and our customers are at risk of enforcement actions taken by an EU data protection authority until such point in time that we ensure that all data transfers to us from the European Economic Area are legitimized. In addition, as the United Kingdom transitions out of the EU, we may encounter additional complexity with respect to data privacy and data transfers.

With respect to all of the foregoing, any failure or perceived failure by us, our products or our platform to comply with U.S., EU or other foreign privacy or data security laws, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity. For example, on February 18, 2016, a putative class action complaint was filed in the Alameda County Superior Court in California. The complaint alleges that our products permit the interception, recording and disclosure of communications at a customer’s request and in violation of the California Invasion of Privacy Act. The complaint seeks injunctive relief as well as monetary damages. We intend to vigorously defend this lawsuit and believe we have meritorious defenses; however, this litigation, any other such actions in the future and related penalties could divert management’s attention and resources, adversely affect our brand, business, results of operations and financial condition.

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. Because global laws, regulations and industry standards concerning privacy and data security have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with each such applicable law, regulation and industry standard.

Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations. If our privacy or data security measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our products, and could adversely affect our business, results of operations and financial condition.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communications and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Changes in these laws or regulations could require us to modify our products and platform in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally or result in reductions in the demand for Internet-based products and services such as our products and platform. In particular, a re-adoption of “network neutrality” rules in the United States, which President Biden supported during his campaign, could affect the services used by us and our customers. California’s state network neutrality law went into effect on March 10, 2021. A temporary injunction preventing implementation of a similar law in Vermont expired on April 20, 2022, but a challenge to that law remains pending. A number of other states have adopted or are adopting or considering legislation or executive actions that would regulate the conduct of broadband providers. In addition, the use of the Internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The performance of the Internet and its acceptance as a business tool has been adversely affected by “viruses”, “worms”,“viruses,” “worms,” and similar malicious programs. If the use of the Internet is reduced as a result of these or other issues, then demand for our products could decline, which could adversely affect our business, results of operations and financial condition.

Certain of our products are subject to telecommunications-related regulations, and future legislative or regulatory actions could adversely affect our business, results of

Our global operations and financial condition.

As a provider of communications products, we are subject to existing or potential FCC regulations relating to privacy, Telecommunications Relay Service Fund contributions and other requirements. FCC classification of our Internet voice communications products as telecommunications services could result in additional federal and state regulatory obligations. If we do not comply with FCC rules and regulations, we could be subject to FCC enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products. Any enforcement action by the FCC, which may be a public process, would hurt our reputation in the industry, possibly impair our ability to sell our products to customers and could adversely affect our business, results of operations and financial condition.

Our products are subject to a number of FCC regulations and laws that are administered by the FCC. Among others, we must comply (in whole or in part) with:

·                  the Communications Act of 1934, as amended, which regulates communications services and the provision of such services;

·                  the Telephone Consumer Protection Act, or TCPA, which limits the use of automatic dialing systems, artificial or prerecorded voice messages, SMS text messages and fax machines;

·                  the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered entities to assist law enforcement in undertaking electronic surveillance;

·                  requirements to safeguard the privacy of certain customer information;

·                  payment of annual FCC regulatory fees based on our interstate and international revenues;

·                  rules pertaining to access to our services by people with disabilities and contributions to the Telecommunications Relay Services fund; and

·                  FCC rules regarding the use of customer proprietary network information.

If we do not comply with any current or future rules or regulations that apply to our business, we could be subject to substantial fines and penalties, and we may have to restructure our offerings, exit certain markets or raise the price of our products. In addition, any uncertainty regarding whether particular regulations apply to our business, and how they apply, could increase our costs or limit our ability to grow. Any of the foregoing could adversely affect our business, results of operations and financial condition.

As we continue to expand internationally, we have become subject to telecommunications laws and regulations in the foreign countries where we offer our products. Internationally, we currently offer our products in over 180 countries.

Our international operations are subject to country-specific governmental regulation and related actions that have increased and may continue to increase our costs or impact our products and platform or prevent us from offering or providing our products in certain countries. Certain of our products may be used by customers located in countries where voice and other forms of IP communications may be illegal or require special licensing or in countries on a U.S. embargo list. Even where our products are reportedly illegal or become illegal or where users are located in an embargoed country, users in those countries may be able to continue to use our products in those countries notwithstanding the illegality or embargo. We may be subject to penalties or governmental action if consumers continue to use our products in countries where it is illegal to do so, and any such penalties or governmental action may be costly and may harm our business and damage our brand and reputation. We may be required to incur additional expenses to meet applicable international regulatory requirements or be required to discontinue those services if required by law or if we cannot or will not meet those requirements.

If we are unable to effectively process local number and toll-free number portability provisioning in a timely manner or to obtain or retain direct inward dialing numbers and local or toll-free numbers, our business and results of operations may be adversely affected.

We support local number and toll-free number portability, which allows our customers to transfer their existing phone numbers to us and thereby retain their existing phone numbers when subscribing to our voice products. Transferring existing numbers is a manual process that can take up to 15 business days or longer to complete. A new customer of our voice products must maintain both our voice product and the customer’s existing phone service during the number transferring process. Any delay that we experience in transferring these numbers typically results from the fact that we depend on network service providers to transfer these numbers, a process that we do not control, and these network service providers may refuse or substantially delay the transfer of these numbers to us. Local number portability is considered an important feature by many potential customers, and if we fail to reduce any related delays, then we may experience increased difficulty in acquiring new customers.

In addition, our future success depends in part on our ability to procure large quantities of local and toll-free direct inward dialing numbers, or DIDs, in the United States and foreign countries at a reasonable cost and without restrictions. Our ability to procure, distribute and retain DIDs depends on factors outside of our control, such as applicable regulations, the practices of network service providers that provide DIDs, such as offering DIDs with conditional minimum volume call level requirements, the cost of these DIDs and the level of overall competitive demand for new DIDs. Due to their limited availability, there are certain popular area code prefixes that we generally cannot obtain. Our inability to acquire or retain DIDs for our operations would make our voice and messaging products less attractive to potential customers in the affected local geographic areas. In addition, future growth in our customer base, together with growth in the customer bases of other providers of cloud communications, has increased, which increases our dependence on needing sufficiently large quantities of DIDs. It may become increasingly difficult to source larger quantities of DIDs as we scale and we may need to pay higher costs for DIDs, and DIDs may become subject to more stringent usage conditions. Any of the foregoing could adversely affect our business, results of operations and financial condition.

We face a risk of litigation resulting from customer misuse of our software to send unauthorized text messages in violation of the Telephone Consumer Protection Act.

Text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws. For example, the Telephone Consumer Protection Act of 1991 restricts telemarketingliability under export control, economic trade sanctions, anti-corruption, and the use of automatic SMS text messages without proper consent. This has resulted in civil claims against the Companyother laws and requests for information through third-party subpoenas. The scoperegulations, and interpretation of the laws that are or may be applicable to the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face direct liability.

We may be subject to governmental export controls and economic sanctions regulations thatsuch violations could impair our ability to compete in international markets due to licensing requirements and could subject us to liability if we are not infor compliance with applicable laws.

Variousviolations.

Certain of our products and services may be subject to export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls.Control as well as similar laws and regulations in other countries in which we do business. Exports of our products and the provision of our services must be made in compliance with these laws and regulations.requirements. Although we take precautions to prevent our products from being provided in violation of such laws, we are aware of previous exports of certain of our products to a small number of persons and organizations that are the subject of U.S. sanctions or are located in countries or regions subject to U.S. sanctions. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including: the
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possible loss of export privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. Obtaining the necessary authorizations, including any required license, for a particular deployment may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. In addition, changes in our products or services, or changes in applicable export or economic sanctions regulations may create delays in the introduction and deployment of our products and services in international markets, or, in some cases, prevent the export of our products or provision of our services to certain countries or end users. Any change in trade protection laws, policies, export, or economic sanctions regulations,and other regulatory requirements affecting trade and investments, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could also result in decreased use of our products and services, or in our decreased ability to export our products or provide our services to existing or prospective customers with international operations. Any decreased use of our products and services or limitationlimitations on our ability to export our products and provide our services could adversely affect our business, results of operations and financial condition.

Further, we incorporate encryption technology into certain of our products. Various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our customers’ ability to import our products into those countries. Encryption products and the underlying technology may also be subject to export control restrictions. Governmental regulation of encryption technology and regulation of exports of encryption products, or our failure to obtain required approval for our products, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products and provision of our services, including with respect to new releases of our products and services, may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and using our services throughout their globally-distributed systems or, in some cases, prevent the export of our products or provision of our services to some countries altogether.

We are also subject to U.S. and foreign anti-corruption and anti-bribery laws, including the FCPA, the UK Bribery Act 2010, and other anti-corruption laws and regulations in the countries in which we conduct activities. Anti-corruption laws are interpreted broadly and generally prohibit companies, their employees, agents, representatives, business partners, and third parties intermediaries from directly or indirectly authorizing, offering, or providing, improper payments or things of value to recipients in the public or private sector, and also require that we maintain accurate books and records and adequate internal controls and compliance procedures designed to prevent violations. We sometimes leverage third parties to sell our products and conduct our business abroad. We, our employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure you that none of our employees, agents, representatives, business partners or third-party intermediaries will fail to comply with our policies and applicable laws and regulations, for which we may ultimately be held responsible. Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could result could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, significant fines and penalties, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
The standards imposed by private entities and inbox service providers to regulate the use and delivery of email have in the past interfered with, and may continue to interfere with, the effectiveness of our platform and our ability to conduct business.
From time to time, some of our IP addresses have become, and we expect will continue to be, listed with one or more denylisting entities due to the messaging practices of our customers and other users. We may be at an increased risk of having our IP addresses denylisted due to our scale and volume of email processed, compared to our smaller competitors. There can be no guarantee that we will be able to successfully remove ourselves from those lists. Because we fulfill email delivery on behalf of our customers, denylisting of this type could undermine the effectiveness of our customers’ transactional email, email marketing programs and other email communications, all of which could have a material negative impact on our business, financial condition and results of operations.
Additionally, inbox service providers can block emails from reaching their users or categorize certain emails as “promotional” emails and, as a result, direct them to an alternate or “tabbed” section of the recipient’s inbox. The implementation of new or more restrictive policies by inbox service providers may make it more difficult to deliver our customers’ emails, particularly if we are not given adequate notice of a change in policy or struggle to update our platform or services to comply with the changed policy in a reasonable amount of time. If the open rates of our customers’ emails are negatively impacted by the actions of inbox service providers to block or categorize emails then customers may question the effectiveness of our platform and cancel their accounts. This, in turn, could harm our business, financial condition and results of operations.
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Any legal proceedings or claims against us could be costly and time-consuming to defend and could harm our reputation regardless of the outcome.
We are and may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, such as disputes or employment claims made by our current or former employees. Any litigation, whether meritorious or not, could harm our reputation, will increase our costs and may divert management’s attention, time and resources, which may in turn seriously harm our business. Insurance might not cover such claims or the costs to defend such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs and could seriously harm our business. If we are required to make substantial payments or implement significant changes to our operations as a result of legal proceedings or claims, our business, results of operations and financial condition could be adversely affected.
Risks Related to Financial and Accounting Matters
We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our business, results of operations and financial condition.
As our international operations expand, our exposure to the effects of fluctuations in currency exchange rates grows. For example, global geopolitical events, such as the war in Ukraine, economic events, public health epidemics and pandemics such as the COVID-19 pandemic, trade tariff developments and other events have caused global economic uncertainty and variability in foreign currency exchange rates. While we have primarily transacted with customers and business partners in U.S. dollars, we have also conducted business in currencies other than the U.S. dollar. We expect to significantly expand the number of transactions with customers that are denominated in foreign currencies in the future as we continue to expand our business internationally. We also incur expenses for some of our network service provider costs outside of the United States in local currencies and for employee compensation and other operating expenses at our non-U.S. locations in the respective local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in an increase to the U.S. dollar equivalent of such expenses.
In addition, our international subsidiaries maintain net assets that are denominated in currencies other than the functional operating currencies of these entities. As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our results of operations due to transactional and translational remeasurements. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors and securities analysts who follow our stock, the trading price of our Class A common stock could be adversely affected.
We recently implemented a program to hedge transactional exposure against the Euro, and may do so in the future with respect to other foreign currencies. We also use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.
We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.
As of June 30, 2023, we had $1.0 billion of indebtedness outstanding (excluding intercompany indebtedness). Our indebtedness may:
limit our ability to obtain additional financing to fund future working capital, capital expenditures, business opportunities, acquisitions or other general corporate requirements;
require a portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, business opportunities, acquisitions and other general corporate purposes;
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increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
expose us to the risk of increased interest rates as certain of our borrowings, including borrowings under a future revolving credit facility, may be at variable rates of interest;
place us at a competitive disadvantage compared to our less leveraged competitors; and
increase our cost of borrowing.
In addition, the indenture which governs our 3.625% notes due 2029 (the “2029 Notes”) and our 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”) contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could permit the trustee, or permit the holders of the Notes to cause the trustee, to declare all or part of the Notes to be immediately due and payable or to exercise any remedies provided to the trustee and/or result in the acceleration of substantially all of our indebtedness. Any such event would adversely affect our business, results of operations and financial condition.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures. We may be forced to sell assets, seek additional capital, or restructure or refinance our indebtedness, including the Notes. Our ability to restructure or refinance our debt will depend on, among other things, the condition of capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture that governs the Notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness and our financial condition. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our business and may require additional funds. In particular, we may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, including our sales and marketing organizations and our presence outside of the United States, improve our infrastructure or acquire complementary businesses, technologies, services, products and other assets. In addition, we may use a portion of our cash to satisfy tax withholding and remittance obligations related to outstanding restricted stock units. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities, our ability to repurchase stock, and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all, particularly during times of market volatility and general economic instability. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be adversely affected.
We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics could adversely affect our reputation and our business.
We rely on assumptions and estimates to calculate certain of our key metrics, such as Active Customer Accounts and Dollar-Based Net Expansion Rate. Our key 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, our key metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology. The numbers that we use to calculate Active Customer Accounts and Dollar-Based Net Expansion Rate are based on internal data. While these numbers are based on what we believe to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage. We regularly review and may adjust our processes for calculating our internal metrics to improve their accuracy. If investors or analysts do not perceive our
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metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, our reputation, business, results of operations, and financial condition would be harmed.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition and business combinations. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.
Changes in accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.
A change in accounting standards or practices may have a significant effect on our results of operations and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. For example, Accounting Standards Codification (“ASC”) 842, “Leases” that became effective January 1, 2019, had a material impact on our consolidated financial statements as described in detail in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. Adoption of these types of accounting standards and any difficulties in implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which result in regulatory discipline and harm investors' confidence in us.
If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of June 30, 2023, we carried a net $6.0 billion of goodwill and intangible assets. An adverse change in market conditions or significant changes in accounting conclusions, particularly if such changes have the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Any such charges may adversely affect our results of operations.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. In addition, if we acquire additional businesses, we may not be able to successfully integrate the acquired operations and technologies and maintain internal control over financial reporting, if applicable, in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over
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financial reporting that we are required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, and could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.
Risks Related to Tax Matters
Our ability to use our net operating losses and certain other tax attributes to offset future taxable income and taxes may be subject to certain limitations.
As of December 31, 2022, we had U.S. federal, state and foreign net operating loss carryforwards (“NOLs”), of $3.7 billion, $2.7 billion and $498.5 million, respectively. Utilization of these NOL carryforwards depends on our future taxable income, and there is risk that a portion of our existing NOLs could expire unused, and that even if we achieve profitability, the use of our unexpired NOLs would be subject to limitations, which could materially and adversely affect our operating results. U.S. federal NOLs generated in taxable years beginning before January 1, 2018, may be carried forward only 20 years to offset future taxable income, if any. Under current law, U.S. federal NOLs generated in taxable years beginning after December 31, 2017, can be carried forward indefinitely, but the deductibility of such U.S. federal NOLs in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to federal law.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs and other pre-change tax attributes to offset post-change taxable income and taxes. Our existing NOLs and other tax attributes may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
We may have additional tax liabilities, which could harm our business, results of operations and financial condition.

Significant judgments and estimates are required in determining our provision for income taxes and other tax liabilities. Our tax expense may be impacted, for example, if tax laws change or are clarified to our detriment or if tax authorities successfully challenge the tax positions that we take, such as, for example, positions relating to the arms-lengtharm’s-length pricing standards for our intercompany transactions and our state sales and useindirect tax positions. In determining the adequacy of our provision for income taxes, we assess the likelihood of adverse outcomes that could result if our tax positions were challenged by the Internal Revenue Service or IRS,(“IRS”), and other tax authorities. Should the IRS or other tax authorities assess additional taxes as a result of examinations, we may be required to record charges to operations that could adversely affect our results of operations and financial condition. We are currently in discussions with certain states regarding prior state sales taxes that we may owe.  We have reserved $19.4 million on our September 30, 2017 balance sheet for these tax payments.  The actual exposure could differ materially from our current estimates, and if the actual payments we make to these and other states exceed the accrual in our balance sheet, our results of operations would be harmed.

We could be subject to liability for historic and future sales, use and similar taxes, which could adversely affect our results of operations.

We conduct operations in many tax jurisdictions throughout the United States.States and internationally. In many of these jurisdictions, non-income-based taxes, such as sales, and useVAT, GST, and telecommunications taxes, are assessed on our operations.operations or our sales to customers. We are subject to indirect taxes, and may be subject to certain other taxes, in some of these jurisdictions. We collect certain telecommunications-based taxes from our customers in certain jurisdictions, and we expect to continue expanding the number of jurisdictions in which we will collect these taxes in the future.
Many states are also pursuing legislative expansion of the scope of goods and services that are subject to sales and similar taxes as well as the circumstances in which a vendor of goods and services must collect such taxes. Following the United States Supreme Court decision in South Dakota v. Wayfair, Inc., states are now free to levy taxes on sales of goods and services based on an “economic nexus,” regardless of whether the seller has a physical presence in the state. Any additional fees and taxes levied on our services by any state may adversely impact our results of operations.
Historically, we have not billed or collected these taxes in certain jurisdictions and, in accordance with generally accepted accounting principles in the United States or (“U.S. GAAP,GAAP”), we have recorded a provision for our tax exposure in these jurisdictions when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated. We reserved $31.8 million and $20.5 million for domestic jurisdictions and jurisdictions outside of the United States, respectively, on our June 30, 2023 balance sheet for these tax payments. These estimates include several key assumptions,
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including, but not limited to, the taxability of our products, the jurisdictions in which we believe we have nexus or a permanent establishment, and the sourcing of revenues to those jurisdictions. In the event these jurisdictions challenge our assumptions and analysis, our actual exposure could differ materially from our current estimates.

We may be subjectestimates and reserves. If the actual payments we make to scrutiny from state tax authoritiesany jurisdiction exceed the accrual in various jurisdictions and may have additional exposure related to our historic operations. Furthermore, certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affectbalance sheet, our business, results of operations and financial condition.

Effective March 2017, we began collecting telecommunications-based taxes from our customers in certain jurisdictions. We expect to begin collecting such taxes from customers in other jurisdictions.  We may havewould be harmed. In addition, some customers thatmay question the incremental tax charges and some may seek to negotiate lower pricing from us, which could adversely affect our business, results of operations and financial condition.

We are in discussions with certain jurisdictions regarding potential sales and other indirect taxes for prior periods that we may owe. If any of these jurisdictions disagree with management's assumptions and analysis, the assessment of our tax exposure could differ materially from management's current estimates. For example, San Francisco City and County has assessed us for $38.8 million in taxes, including interest and penalties, which exceeded the $11.5 million we had accrued for that assessment. We have paid the full amount, as required by law, and the payment made in excess of the accrued amount is reflected as a deposit on our balance sheet. We believe, however, that this assessment is incorrect and, after failing to reach a settlement, filed a lawsuit on May 27, 2021 contesting the assessment. The previously set trial date remains vacated, and the parties expect to file an update with the Court on the status of the case in October 2023. However, litigation is uncertain and a ruling against us may adversely affect our financial position and results of operations.
Our global operations and structure subject us to potentially adverse tax consequences.

We generally conduct our global operations through subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. In particular, our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. Also, our tax expense could be affected depending on the applicability of withholding and other taxes (including withholding and indirect taxes on software licenses and related intercompany transactions) under the tax laws of certain jurisdictions in which we have business operations. The relevant revenue and taxing authorities may disagree with positions we have taken generally, or our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.

Certain government agencies

Changes in, jurisdictionsor interpretations of, tax rules and regulations or our tax positions may materially and adversely affect our income taxes.
We are subject to income taxes in both the United States and numerous international jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our effective tax rates may fluctuate significantly on a quarterly basis because of a variety of factors, including changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in our business or structure, changes in tax laws that could adversely impact our income or non-income taxes or the expiration of or disputes about certain tax agreements in a particular country. We are subject to audit by various tax authorities. In accordance with U.S. GAAP, we recognize income tax benefits, net of required valuation allowances and accrual for uncertain tax positions. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different than that which is reflected in historical income tax provisions and accruals. Should additional taxes be assessed as a result of an audit or litigation, an adverse effect on our results of operations, financial condition and cash flows in the period or periods for which that determination is made could result.
Changes in tax laws (including in response to the COVID-19 pandemic) or tax rulings, or changes in interpretations of existing laws, could cause us to be subject to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital tax, net worth, property, and goods and services taxes), which in turn could materially affect our financial position and results of operations. Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our customers’ and our affiliates do business have had an extended focuscompliance, operating and other costs, as well as the costs of our products. For example, on issues relatedAugust 16, 2022, the Inflation Reduction Act of 2022 was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income, effective for tax years beginning after December 31, 2022, and a 1% excise tax on share repurchases occurring after December 31, 2022, which may affect our share repurchase program.
As another example, beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Section 174 of the taxation of multinational companies. In addition,Code, which impacts our effective tax rate and our cash tax liability in 2023. If the
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requirement to capitalize Section 174 expenditures is not modified by legislation, it may also impact our effective tax rate and our cash tax liability in the future.
On October 8, 2021, the Organization for Economic Co-operation and Development is conducting(the “OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (the “Framework”) which agreed to a project focusedtwo-pillar solution to address tax challenges arising from digitalization of the economy. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax rules, which contemplate a minimum tax rate of 15%. The OECD continues to release additional guidance on base erosionthese rules and profit shifting in international structures, which seeksthe Framework calls for law enactment by OECD and G20 members to establish certain international standards for taxing the worldwide income of multinational companies. As a result of these developments, the tax laws of certaintake effect after 2023. These changes, when enacted by various countries in which we and our affiliates do business, could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and therefore could harm our business, cash flows, results of operations and financial position.

Changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our business, results of operations and financial condition.

Changes to U.S. tax laws that may be enacted in the future could impact the tax treatment of our foreign earnings. Due to the expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our business, results of operations and financial condition.

If we experience excessive credit card or fraudulent activity, we could incur substantial costs.

Most of our customers authorize us to bill their credit card accounts directly for service fees that we charge. If people pay for our subscriptions with stolen credit cards, we could incur substantial third-party vendor costs for which we may not be reimbursed. Further, our customers provide us with credit card billing information online, and we do not review the physical credit cards usedtaxes in these transactions, which increases our risk of exposurecountries. Changes to fraudulent activity. We also incur charges, which we refer to as chargebacks, from the credit card companies from claims that the customer did not authorize the credit card transaction to purchase our subscription. If the number of unauthorized credit card transactions becomes excessive, we could be assessed substantial fines for excess chargebacks and we could lose the right to accept credit cards for payment.

Our products may also be subject to fraudulent usage, including but not limited to revenue share fraud, domestic traffic pumping, subscription fraud, premium text message scamsthese and other fraudulent schemes. Although our customers are requiredareas in relation to set passwords or personal identification numbers to protect their accounts, third parties haveinternational tax reform, including future actions taken by foreign governments in the past been, and may in the future be, able to access and use their accounts through fraudulent means. Furthermore, spammers attempt to use our products to send targeted and untargeted spam messages. We cannot be certain that our efforts to defeat spamming attacks will be able to eliminate all spam messages from being sent using our platform. In addition, a cybersecurity breach of our customers’ systems could result in exposure of their authentication credentials, unauthorized access to their accounts or fraudulent calls on their accounts, any of which could adversely affect our business, results of operations and financial condition.

Unfavorable conditions in our industry or the global economy or reductions in spending on information technology and communications could adversely affect our business, results of operations and financial condition.

Our results of operations may vary based on the impact of changes in our industry or the global economy on our customers. Our results of operations depend in part on demand for information technology and cloud communications. In addition, our revenue is dependent on the usage of our products, which in turn is influenced by the scale of business that our customers are conducting. To the extent that weak economic conditions result in a reduced volume of business for, and communications by, our customers and prospective customers, demand for, and use of, our products may decline. Furthermore, weak economic conditions may make it more difficult to collect on outstanding accounts receivable. Additionally, historically, we have generated the substantial majority of our revenue from small and medium-sized businesses, and we expect this to continue for the foreseeable future. Small and medium-sized business may be affected by economic downturns to a greater extent than enterprises, and typically have more limited financial resources, including capital-borrowing capacity, than enterprises. If our customers reduce their use of our products, or prospective customers delay adoption or elect not to adopt our products, as a result of a weak economy, this could adversely affect our business, results of operations and financial condition.

We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business and may require additional funds. In particular, we may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, including our sales and marketing organizations and our presence outside of the United States, improve our infrastructure or acquire complementary businesses, technologies, services, products and other assets. In addition, we may use a portion of our cash to satisfy tax withholding and remittance obligations related to outstanding restricted stock units. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A and Class B common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be adversely affected.

We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our business, results of operations and financial condition.

As our international operations expand, our exposureresponse to the effects of fluctuations in currency exchange rates grows. While we have primarily transacted with customersTax Act, could increase uncertainty and business partners in U.S. dollars, we have transacted with customers in Japan in Japanese Yen and in Europe in Euros and Swedish Kronas, and expect to significantly expand the number of transactions with customers that are denominated in foreign currencies in the future as we continue to expand our business internationally. We incur expenses for some of our network service provider costs outside of the United States in local currencies and for employee compensation and other operating expenses at our non-U.S. locations in the local currency for such locations. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in an increase to the U.S. dollar equivalent of such expenses.

In addition, our international subsidiaries maintain net assets that are denominated in currencies other than the functional operating currencies of these entities. As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our results of operations due to transactional and translational remeasurements. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors and securities analysts who follow our stock, the trading price of our Class A common stock could be adversely affected.

We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2016, we had federal and state net operating loss carryforwards, or NOLs, of $104.0 million and $88.7 million, respectively, due to prior period losses. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset post-change taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, even if we attain profitability.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, capitalized internal-use software costs, other non-income taxes, business combination and valuation of goodwill and purchased intangible assets and stock-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.

A change in accounting standards or practices may have a significant effect on our results of operations and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

If we fail to maintain an effective system of disclosure controlstax rate and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our disclosure controls and other procedures are designed to ensure that information required to be disclosed by uscash flow in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers, and we continue to evaluate how to improve controls. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second Annual Report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of September 30, 2017, we carried a net $36.7 million of goodwill and intangible assets related to acquired businesses. An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Any such charges may adversely affect our results of operations.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for so long as we are an “emerging growth company.” We will cease to be an “emerging growth company,” as defined in the JOBS Act, at the end of this fiscal year. We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and the trading price of our Class A common stock may be more volatile.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.

Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or a flood, occurring at our headquarters, at one of our other facilities or where a business partner is located could adversely affect our business, results of operations and financial condition. Further, if a natural disaster or man-made problem were to affect our network service providers or Internet service providers, this could adversely affect the ability of our customers to use our products and platform. In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole. We also rely on our network and third-party infrastructure and enterprise applications and internal technology systems for our engineering, sales and marketing and operations activities. Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.

In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in our industry, have occurred on our platform in the past and may occur on our platform in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and technical infrastructure to the satisfaction of our users may harm our reputation and our ability to retain existing users and attract new users.

future years.

Risks Related to Ownership of Our Class A Common Stock

The trading price of our Class A common stock has been volatile and may continue to be volatile, and you could lose all or part of your investment.

Prior to our initial public offering, there was no public market for shares of our Class A common stock. On June 23, 2016, we sold shares of our Class A common stock to the public at $15.00 per share. From June 23, 2016, the date that our Class A common stock started trading on the New York Stock Exchange, through October 31, 2017, the

The trading price of our Class A common stock has, ranged from $22.80 per share to $70.96 per share. The trading price of our Class A common stockand may continue to, fluctuate significantly in response to numerous factors, many of which are beyond our control and may not be related to our operating performance, including:

·

price and volume fluctuations in the overall stock market from time to time;

·

volatility in the trading prices and trading volumes of technology stocks;

·

changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

·

sales of shares of our Class A common stock by usour stockholders;
our issuance or repurchase of shares of our stockholders;

·Class A common stock;

short selling of our Class A common stock or related derivatives;
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

·

the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

·

announcements by us or our competitors of new products or services;

·

the public’s reaction to our press releases, other public announcements and filings with the SEC;

·

rumors and market speculation involving us or other companies in our industry;

·

changes in laws, industry standards, regulations or regulatory enforcement in the United States or internationally;
actual or anticipated changes in our results of operations or fluctuations in our results of operations;

·

actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

·

litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

·

developments or disputes concerning our intellectual property or other proprietary rights;

·

announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;

·                  new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

·

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changes in accounting standards, policies, guidelines, interpretations or principles;

·

any significant change in our management;management, including changes in the pace of hiring; and

·

general political, social, economic and market conditions, in both domestic and foreign markets, including the effects of the COVID-19 pandemic and the war in Ukraine on the global economy, changes in the labor market, supply chain disruptions, inflation, increased interest rates, instability and volatility in the banking and financial services sector, and slow or negative growth of our markets.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Substantial future sales of shares of our Class A common stock could cause the market price of our Class A common stock to decline.

The market price of our Class A common stock could decline as a result of substantial sales of our Class A common stock, particularly sales by our directors, executive officers and significant stockholders, or the perception in the market that holders of a large number of shares intend to sell their shares.

Additionally, the shares of Class A common stock subject to outstanding options and restricted stock unit awards under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market upon issuance. Certain holdersissuance, subject to applicable insider trading policies.

We may not realize the anticipated long-term stockholder value of our share repurchase program, and any failure to repurchase our Class A common stock after we have announced our intention to do so may negatively impact our stock price.
In February 2023, we announced that our Board of Directors authorized the repurchase of up to $1.0 billion of our Class A common stock have rights,from time to time through a share repurchase program. Under our share repurchase program, we may make repurchases of stock through a variety of methods, including open share market purchases, privately negotiated purchases, entering into one or more confirmations or other contractual arrangements with a financial institution counterparty to effectuate one or more accelerated stock repurchase contracts, forward purchase contracts or similar derivative instruments, Dutch auction tender offers, or through a combination of any of the foregoing, in accordance with applicable federal securities laws. Our share repurchase program terminates at 11:59 pm Pacific Time on December 31, 2024, does not obligate us to repurchase any specific number of shares, and may be suspended at any time at our discretion and without prior notice. The timing and amount of any repurchases, if any, will be subject to someliquidity, stock price, market and economic conditions, compliance with applicable legal requirements such as Delaware surplus and solvency tests and other relevant factors. Any failure to requirerepurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price.
The existence of our share repurchase program could cause our stock price to file registration statements covering their shares or to include their shares in registration statements that we may filebe higher than it otherwise would be and could potentially reduce the market liquidity for our stockholders or ourselves.

The dual class structurestock. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our initial public offering, including our directors, executive officers and significant stockholders and their respective affiliates who held in the aggregate 56.1% of the voting power of our capital stock as of September 30, 2017. This limits or precludes your ability to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. As of September 30, 2017, our directors, executive officersmay decline below the levels at which we repurchase shares, and holders of more than 5% of our commonshort-term stock and their respective affiliates, hold inprice fluctuations could reduce the aggregate 56.1%effectiveness of the voting power ofprogram.

Repurchasing our capital stock. Because of the 10-to-one voting ratio between our Class B common stock and Class A common stock reduces the holdersamount of our Class B common stock collectively will continuecash we have available to control a majorityfund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate purposes, and we may fail to realize the anticipated long-term stockholder value of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval until the earlier of (i) June 22, 2023, or (ii) the date the holders of two-thirds of our Class B common stock elect to convert the Class B common stock to Class A common stock. This concentrated control limits or precludes your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

share repurchase program.

If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price of our Class A common stock and trading volume could decline.

The trading market for our Class A common stock is influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our Class A common stock adversely, or provide more favorable relative recommendations about our competitors, the trading price of our Class A common stock would likely decline. If any analyst who covers us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our Class A common stock or trading volume to decline.

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Anti-takeover provisions contained in our amended and restated certificate of incorporation and second amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our amended and restated certificate of incorporation, second amended and restated bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our boardBoard of directors.Directors. Among other things, our amended and restated certificate of incorporation and second amended and restated bylaws include provisions:

·

authorizing “blank check” preferred stock, which could be issued by our boardBoard of directorsDirectors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our Class A and Class B common stock;

·

limiting the liability of, and providing indemnification to, our directors and officers;

·

limiting the ability of our stockholders to call and bring business before special meetings;

·                  providing for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;

·

providing that our boardBoard of directorsDirectors is classified into three classes of directors with staggered three-year terms;

·                  prohibit

prohibiting stockholder action by written consent, which requiresinstead requiring all stockholder actions to be taken at a meeting of our stockholders;

·

requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our boardBoard of directors; and

·Directors;

controlling the procedures for the conduct and scheduling of boardBoard of Directors and stockholder meetings; and
providing for advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors and stockholder meetings.

or otherwise attempting to obtain control of us.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law,Law, which prevents certain stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of at least two-thirds of our outstanding common stock not held by such 15% or greater stockholder.

Any provision of our amended and restated certificate of incorporation, second amended and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

Our second amended and restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our second amended and restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:
any derivative action or proceeding brought on our behalf;
any action asserting a breach of fiduciary duty owed by our directors, officers, employees or our stockholders;
any action asserting a claim against us arising under the Delaware General Corporation Law; and
any action asserting a claim against us that is governed by the internal-affairs doctrine (the “Delaware Forum Provision”).
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The Delaware Forum Provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim under the Securities Act, for which the United States District Court for the Northern District of California has sole and exclusive jurisdiction (the “Federal Forum Provision”), as we are based in the State of California. In addition, our second amended and restated bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.
The Delaware Forum Provision and the Federal Forum Provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or employees, which may discourage lawsuits against us and our directors, officers and employees. If a court were to find the Delaware Forum Provision and the Federal Forum Provision in our second amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.
We do not expect to declare any dividends in the foreseeable future.

We have never paid dividends and we do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our Class A common stock.
General Risks
Our business is subject to the risks of pandemics, earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches, terrorism or war.
Our business operations are subject to interruption by natural disasters, flooding, fire, power shortages, public health epidemics or pandemics such as COVID-19, terrorism, political unrest, cyber-attacks, geopolitical instability, war, the effects of climate change and other events beyond our control. For example, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or flood, occurring at our headquarters, at one of our other facilities or where a business partner is located could adversely affect our business, results of operations and financial condition. Further, if a natural disaster or man-made problem were to affect our service providers, this could adversely affect the ability of our customers to use our products and platform. Natural disasters, public health epidemics or pandemics, such as the COVID-19 pandemic, and geopolitical events, such as the war in Ukraine, could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole.
We also rely on our network and third-party infrastructure and enterprise applications and internal technology systems for our engineering, sales and marketing, and operations activities. Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.
In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in our credit facility contains restrictionsindustry, have occurred on our platform in the past and may occur on our platform in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, integrity and availability of our products and technical infrastructure to the satisfaction of our customers may harm our reputation and our ability to pay dividends.

retain existing customers and attract new customers. In addition, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Any such events may result in users being subject to service disruptions or outages, and we may not be able to recover our technical infrastructure in a timely manner to maintain or resume operations, which may adversely affect our financial results.
Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.
There is an increasing focus from regulators, certain investors, and other stakeholders concerning ESG matters, both in the United States and internationally. We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, responsible sourcing and social investments, and other matters in our annual ESG Report, on our website, in our filings with the SEC, and elsewhere. These initiatives, goals, or commitments could be difficult to achieve
80


and costly to implement. We could fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives, goals, or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. To the extent that our required and voluntary disclosures about ESG matters increase, we could be criticized for the accuracy, adequacy, or completeness of such disclosures. Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use

During the three months ended June 30, 2023, we issued 22,102 shares of Proceeds from Public Offering of Class A Common Stock

In June 2016, we closed our initial public offering (“IPO”), in which we sold 11,500,000 shares ofunregistered Class A common stock atto an independent donor advised fund to further our Twilio.org philanthropic goals. The shares were “restricted securities” for purposes of Rule 144 under the Securities Act, and had an aggregate fair market value on the date of donation of $1.0 million. The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering. We believe the offer, sale and issuance of the above shares were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act because the issuance of the shares did not involve a public offering.

Issuer Purchases of Equity Securities
The following table summarizes the share repurchase activity for the three months ended June 30, 2023:
Total Number of Shares Purchased(1)
Average Price Paid Per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
(In thousands)(In thousands)(In millions)
April 1 - 30, 20231,636 $58.06 1,636 $780 
May 1 - 31, 20232,991 $53.52 2,991 $620 
June 1 - 30, 20231,747 $65.85 1,747 $505 
6,374 6,374 
_____________________________
(1) In February 2023, our Board of Directors authorized a share repurchase program to repurchase up to $1.0 billion in aggregate value of our Class A common stock. Repurchases under the program can be made through open market transactions, privately negotiated transactions and other means in compliance with applicable federal securities laws, including through Rule 10b5-1 plans. We have discretion in determining the conditions under which shares may be repurchased from time to time. The program expires on December 31, 2024. Refer to Note 15 — Stockholders' Equity in Part I, Item 1, of this Quarterly Report on Form 10-Q for additional information related to share repurchases.

(2) Average price to the public of $15.00paid per share including shares soldincludes costs associated with the repurchases.
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2023, the following “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) were adopted or terminated by our directors and officers, each of which was intended to satisfy the affirmative defense in Rule 10b5-1(c):
On May 11, 2023, Richard Dalzell, a former member of our Board of Directors who did not stand for re-election at our annual meeting of stockholders on June 13, 2023, terminated a Rule 10b5-1 trading plan in connection with the exercisetermination of the underwriters’ option to purchase additional shares.his service as a director. The offerterminated trading plan was effective until May 15, 2024 and provided for the sale of allup to 18,000 shares of our Class A common stock.
On May 23, 2023, Dana Wagner, our Chief Legal Officer, adopted a Rule 10b5-1 trading plan (the “prior plan”) providing for the sale of shares in the IPO were registered under the Securities Actof our Class A common stock. Due to clerical errors, prior to any sale being made pursuant to a registration statement on Form S-1 (File No. 333-211634), whichthe prior plan, the prior plan was declared effective by the SECterminated on June 22, 2016. We raised $155.5 million in net proceeds after deducting underwriting discounts and commissions of $12.1 million and offering expenses of $4.9 million. No payments were made by us to directors, officers or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC1, 2023. Mr. Wagner adopted a new Rule 10b5-1 trading plan (the “updated plan”) on June 23, 2016 pursuant5, 2023, to Rule 424(b). We invested the funds received in accordance with our board-approved investment policy,be effective until August 13, 2024, which provides for investments in obligationsthe sale of the U.S. government, money market instruments, registered money market funds and corporate bonds. The managing underwritersup to 94,379 shares of our IPO were Goldman, Sachs & Co. and J.P. Morgan Securities LLC.

In October 2016, we closed our follow-on public offering, in which we sold 1,691,222 shares of Class A common stock, at a priceplus any shares acquired pursuant to equity awards granted after the adoption of the updated plan or purchased under our employee stock purchase plan prior to the publictermination of $40.00 per share, includingthe updated plan.

The number of shares listed above for Mr. Wagner includes performance-based awards presented at their target amounts and shares subject to limit orders that may or may not execute. The number of shares eligible for sale will also be reduced by shares sold in connection with the exercise of the underwriters’ optionmandatory transactions to purchase additional shares. The offer and sale of all of the shares in the follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-214034), which was declared effective by the SEC on October 20, 2016. We raised $64.4 million in net proceeds after deducting underwriting discounts and commissions and offering expenses paid and payable by us. No payments were made by us to directors, officers or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. There has been no material change in the planned use of proceeds from our follow-on offering as described in our final prospectus filed with the SEC on October 21, 2016 pursuant to Rule 424(b). We invested the funds received in accordance with our board-approved investment policy, which provides for investments in obligations of the U.S. government, money market instruments, registered money market funds and corporate bonds. The managing underwriters of our follow-on offering were Goldman, Sachs & Co. and J.P. Morgan Securities LLC.

cover withholding taxes.

Item 6.     Exhibits

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein.


EXHIBIT INDEX
Exhibit
Number
Incorporated by Reference
DescriptionFormFile No.ExhibitFiling Date
3.18-K001-378063.1June 29, 2023
31.1Filed herewith
31.2Filed herewith
32.1*Furnished herewith
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentFiled herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101.LABXBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

EXHIBIT INDEX

Exhibit

Number

Description

Filing Date

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

XBRL Instance Document.

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document.

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith

+    Indicates management control of a compensatory plan, contract or agreement.


*    The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Twilio Inc.

TWILIO INC.

Date: November 13, 2017

/s/ JEFFREY LAWSON

August 8, 2023

Jeffrey Lawson

/s/ JEFF LAWSON

Jeff Lawson
Director and Chief Executive Officer

(Principal Executive Officer)

(Principal Executive Officer)

August 8, 2023

/s/ AIDAN VIGGIANO

Date: November 13, 2017

/s/ LEE KIRKPATRICK

Lee Kirkpatrick

Aidan Viggiano
Chief Financial Officer

(Principal (Principal Accounting and Financial Officer)

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