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United States securities and exchange commission logo
February 2, 2023
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
Response dated
January 9, 2023
File No. 001-37806
Dear Khozema Shipchandler:
We have reviewed your January 9, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
December 8, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Consolidated Financial Statements
2. Summary of Significant Accounting Policies, page 84
1. We note your response
to prior comment three. So that we may better understand how you
determined your
operating and reportable segments, please address the following:
Describe in greater
detail the roles and responsibilities of the CODM and his direct
reports. In
addition, tell us how often the CODM meets with each of his direct
reports, the nature
of any financial information the CODM receives or discusses with
his direct reports
when they meet, and the other participants at those meetings;
Describe the key
operating decisions, who makes those decisions, how performance
is assessed and how
resources are allocated within your business;
Explain in detail
how budgets are prepared, who approves the budget at each step of
Khozema Shipchandler
Twilio Inc.
February 2, 2023
Page 2
the process, the level of detail discussed at each step, the level of
detail reviewed by
the CODM as part of the budgeting process, and the level at which the
CODM makes
changes to the budget; and
Explain in further detail how the CODM uses the financial
information in the
monthly Executive Team Report, and in particular, the monthly
product-level margin
information. In this regard, we note your response indicates this
report includes
commentary explaining variances against forecast and prior periods.
Summary of Significant Accounting Policies, page 84
2. We note your response to prior comment three. In the response you state
you will present
revenue into three distinct categories: 1) communications, 2) software,
and 3) other.
However, when discussing fluctuation in revenue in response to our prior
comment one,
you separately quantify changes due to Programmable Messaging,
Programmable Voice,
and Email. To give investors insight into your revenue by product, please
further
disaggregate revenue in accordance with ASC 280-10-50-40.
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
February 2, 2023 Page 2
cc: Juliana Chen
FirstName LastName