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December 8, 2022
Khozema Shipchandler
Chief Operating Officer (Principal Accounting and Financial Officer)
Twilio Inc.
101 Spear Street, Fifth Floor
San Francisco, California 94105
Re: Twilio Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
File No. 001-37806
Dear Khozema Shipchandler:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Results of Operations
Comparison of the Fiscal Years Ended December 2021, 2020 and 2019, page
66
1. You state that revenue
increased by $1.1 billion or 61% from December 31, 2020 to
December 31, 2021 due
to "an increase in the usage of our products, particularly our
Programmable Messaging
products, Programmable Voice products and Email products,
the adoption of
additional products by our existing customers, the additional A2P fees
imposed by certain
carriers and revenue contributions from our acquisitions of Twilio
Segment, Zipwhip and
other businesses." Please quantify the portion of the increase
attributable to each
item mentioned in your disclosure and discuss the underlying reason
for the change. Provide
this quantitative disclosure for all line items that materially
changed between periods
presented. We refer to guidance in Item 303 of S-K.
2. We note your disclosure
that the primary driver for the decline in growth margin was due
your "international
messaging business, the additional A2P fees imposed by certain
carriers and an
increase in network service provider fees in certain geographies, which we
Khozema Shipchandler
Twilio Inc.
December 8, 2022
Page 2
pass to our customers at cost." Enhance your disclosure to quantify each
factor noted.
Also, it appears that you have both revenue and gross margin information
by your
different product lines. If so, please include a discussion of gross
margin by product lines
to help investors understand your business. We refer to guidance in Item
303(b) of S-K.
Consolidated Financial Statements
2. Summary of Significant Accounting Policies, page 84
3. We note from disclosures on pages 90 and 91 that you operate in a single
reportable
segment and a single reporting unit. Based upon the November 3, 2022
Investor Day
presentation you provide on your website, it appears that discrete
financial information
below the consolidated level is available to and reviewed by management.
Please tell us
how you considered ASC 280-10-50 in determining your operating and
reportable
segments and ASC 350-20-35-33 through 35-46 in determining your reporting
units. To
the extent that you have aggregated multiple operating segments into a
single reportable
segment, please also tell us your basis for doing so. In addition, please
revise to provide
the entity-wide disclosures discussed in ASC 280-10-50-40.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371
or Lisa
Etheredge, Senior Staff Accountant, at 202-551-3424 if you have any questions.
Sincerely,
FirstName LastNameKhozema Shipchandler
Division of
Corporation Finance
Comapany NameTwilio Inc.
Office of
Technology
December 8, 2022 Page 2
cc: Juliana Chen
FirstName LastName