Key Metrics
Revenue ($M)1
Active Customer Accounts (K)2
Base Revenue
Total Revenue
Dollar-Based Net Expansion Rate3
170% 153% 155% 161% 128% 140%
136%
2013
2014
2015
2016
2017
2018
2019
1 Represents revenue for the twelve months ended December 31.
1 Represents revenue for the twelve months ended December 31.
2 Represents Active Customer Accounts as of December 31. Active Customer Accounts include the contribution from our SendGrid acquisition, which closed on
2 Represents Active Customer Accounts as of December 31. Active Customer Accounts include the contribution from our SendGrid acquisition, which closed on
February 1, 2019. Effective December 31, 2019, we round down the number to the nearest thousand.
February 1, 2019. Effective December 31, 2019, we round down the number to the nearest thousand.
3 Represents data for the twelve months ended December 31. Data does not include the impact of our SendGrid acquisition, which closed on February 1, 2019.
3 Represents data for the twelve months ended December 31. 2019 data does not include the impact of our SendGrid acquisition, which closed on February 1, 2019.
For reporting
Please refer to Twilio’s Annual Report on Form 10-K for details on the methodology for calculating Dollar-Based Net Expansion Rate (“DBNE”). For reporting
will be calculated using Total Revenue.
periods commencing in 2020, Twilio will no longer disclose Base Revenue as an operating metric and DBNE will be calculated using Total Revenue.
periods commencing in 2020, Twilio will no longer disclose Base Revenue as an operating metric and Dollar-Based Net Expansion Rate
(“DBNE”)
Please refer to Twilio’s Annual Report on Form 10-K for details on the methodology for calculating Base Revenue, Total Revenue, Active Customer Accounts and
DBNE.
Dear Fellow Stockholders,
In normal times, it’s common to start a call or a meeting with “How ya’ doing?” “Fine,” the other person
says, almost instinctively. But now, I find after the automatic pleasantries are exchanged, comes the
real question: “No really, how are you doing?” That real question, I find ourselves asking each other so
often now, is an acknowledgement that in fact, nothing is actually “fine.” And it’s an invitation to a real
conversation about how we’re all faring personally in these scary times. But, it’s also a reassurance -
we will get through this if we support each other and understand that everybody is struggling in some
way right now. Yet, as a technology company, we count our blessings, appreciating the relative ease
with which our employees can work from home and the applicability of our business to solving some of
the great challenges of our time. We acknowledge our responsibility to the communities around us and
commit to doing our part in providing for collective recovery - with our product, our people, and our
money, both individually and as a company.
So with a spirit of awe and humility that these days bring, it’s my honor to pen our fourth annual
stockholder letter as a public company.
In 2019, we...
** 2019 in Recap **
•
•
•
Crossed the $1 billion revenue mark, reporting total revenue of $1.13 billion for the full year
2019, up 75% year-over-year, which includes revenue from Twilio SendGrid.
Completed the acquisition of SendGrid, the leading email API platform, and brought on over
400 Gridders to the Twilio team. This acquisition allows Twilio to provide a complete platform
for virtually every form of digital customer engagement. In terms of scale, in the week leading
up to and including Cyber Monday, Twilio processed over 22 billion emails for our customers
without a single alert going off.
Added nearly 115,000 active customer accounts, including those from our acquisition of
SendGrid, ending the year with over 179,000 active customer accounts.
• More than doubled our number of 7-figure deals compared to 2018 - a great sign that we are
becoming more strategic to our customers.
•
Powered nearly 800 billion interactions across the platform on behalf of our customers. In fact,
during 2019, we averaged more than 500 calls a second, over 127 million messages per day
and 2 billion emails per day.
• Grew adoption of Twilio Flex, our contact center platform. 2019 was the first full year of Flex
general availability, and companies of all sizes are continuing their digital transformation efforts
and are looking to move their contact centers to the cloud to better drive omnichannel
customer engagement. We on-boarded large global enterprises such as Allianz SE,
CompuCom System - a subsidiary of Office Depot, and Southwest Airlines, as well as fast
growing innovators such as TripActions and Hubspot on Twilio Flex. Our product team
delivered more than 70 feature enhancements including outbound dialing, real time monitoring
and integrations with Salesforce, Zendesk and other complementary applications.
•
Added more than 1,400 new employees, bringing us to 2,905 global Twilions at year end, and
meaningfully expanded our leadership bench with new leaders, including our Chief Product
Officer, Chee Chew, Chief Customer Officer, Glenn Weinstein and the CEO of SendGrid,
Sameer Dholakia. We added Jeffrey Immelt to Twilio’s Board of Directors. Twilio was named
one of America’s Most JUST companies by Forbes and Just Capital. We also added six new
offices, including international offices in Brazil, France and Japan.
•
•
•
Hosted our largest ever SIGNAL conference with more than 3,200 customers, prospects,
developers and business leaders in attendance. We launched new products including Twilio
Conversations, Media Streams and Verified by Twilio and hosted our second annual Creator’s
Summit where more than 200 VIP customers joined us to discuss the future of customer
engagement.
Reached 100 million people through Twilio.org, on behalf of our social impact customers and
gave $7.5 million in grants to 53 organizations. Twilio.org also launched our Crisis Response
initiative to enable communication efforts by nonprofits supporting individuals and communities
in times of crisis.
Launched WePledge, an internal employee impact program that encourages Twilions to
commit 1% of their individual time and/or equity to the causes they care about. In turn, Twilio
empowers employees with 20 hours of paid volunteer time, a $500 matching gifts budget, and
a way to donate their company equity with just a few clicks. Since the program’s launch in
September 2019, hundreds of Twilio’s employees have already taken the pledge to commit
1%, resulting in the donation of hundreds of thousands of dollars and nearly 5,000 volunteer
hours that support more than 450 charitable organizations. We’re just getting started.
• Made progress towards our aspirational diversity and inclusion goals. At the end of 2019,
according to self-reporting, women represented 33% of our workforce, underrepresented
populations represented 21% of our U.S. workforce, and notably, underrepresented
populations made up 29% of Twilio’s U.S. leadership - up 7% year-over-year. For the second
year in a row, a third party wage gap analysis showed a statistically insignificant pay gap. In
the U.S., women earn 99% compared to men, and non-white Twilions earn 100% compared to
white Twilions. Hatch, our software engineering apprenticeship program that targets
underrepresented candidates, made huge strides. 100% of 2019 Hatch graduates were offered
full-time positions at Twilio and 89% accepted their offers. Finally, Twilio was named one of the
2019 Best Workplaces for Diversity by Great Place to Work and FORTUNE, acknowledging
the progress we’ve made, and our focus on creating an environment of inclusion and
belonging for all employees going forward. I’m proud of the progress we’ve made, but
recognize this is a long journey, and there’s much work ahead to build a company that more
accurately reflects the world around us.
•
Completed a follow-on offering of Class A Common Stock, which resulted in net proceeds of
$979.0 million after deducting underwriting discounts and offering expenses.
• Made significant progress on our multi-year initiative to prevent and combat unwanted
robocalls. Ending robocalls is going to take the combination of public policy, technological
developments and industry cooperation. In 2019, Twilio joined the board of USTelecom, the
board of the Alliance for Telecommunications Industry Solutions (ATIS), was appointed by the
FCC to the North American Numbering Council and joined the anti-robocalling initiative
launched by a coalition of 51 attorneys general representing all 50 states across the U.S. as
well as Washington D.C.. Twilio also launched Verified by Twilio to help give consumers the
confidence to answer the phone again by sharing who is calling them and why.
•
Launched the Enterprise Hackathon program, where we go onsite with Fortune 500 customers
and, in a single day, train their developers to rapidly prototype Twilio-powered solutions to
business challenges, and then demo those solutions to their executives.
** Built for This **
At times, it feels like Twilio was built for the challenges brought about by the COVID-19 crisis. We
provide three things the world has needed during this crisis: digital engagement, software agility, and
cloud scale.
First, digital engagement. It may be obvious, but nearly overnight so many of the world’s in-person
workloads turned to digital. We had to get our groceries, educate our children, and even see the
doctor, all while minimizing human contact. The answer, of course, is digital engagement.
Technologies such as messaging, email, voice and video have enabled many parts of the economy to
continue working while keeping its participants safe. Telehealth, distance learning, workforce
management contact centers, mass alerts, and more have helped people stay safe, connected,
educated, and working.
Second, software agility. This is not a time when people can pretend to have a normal roadmap or
know all the answers. We’re literally rebuilding society in real time to accommodate the impact of this
virus on modern life. Nobody has time for long consulting projects and years-long roadmaps. Rather,
moving quickly, building prototypes, and iterating as our needs evolve has been critical for nearly every
kind of organization. That’s the essence of agility, and Twilio has enabled organizations to re-imagine
many of their communications workloads in days and weeks, not months and years.
And third, cloud scale. In the midst of a crisis, teams don’t have the luxury of capacity planning, server
racking, or buying seats - they need to build a solution, and have it scale up immediately to meet their
needs. In many cases, such as telemedicine and distance learning, nobody even knows how much
scale is needed, as there are no precedents to draw from. Therefore, the value of our transparent
cloud scaling is more apparent than ever.
Digital engagement, software agility, and cloud scale are value propositions we’ve long built our
company around. Now more than ever, I’m proud that we’ve been able to serve our customers and
society with them.
** Look to the Builders **
We started Twilio with a belief in the power of builders. That no matter what the problem, builders could
pick up their tools and solve the world’s problems. In business, in government, in non-profits, and
sometimes just for fun - builders see things that need fixing and get to work. That’s why every press
release says “We can’t wait to see what you build.” That’s why our billboard says “Ask your Developer.”
That’s why we publish our documentation, pricing, and prominently feature a “Get Started” button on
our website - the call of the cursor is real. That blinking cursor beckons a developer to start building.
Blink. Blink. Blink. The blinking cursor is raw potential - a computer ASKING, nay begging, to be used
to make the world different and better in some small way today. That’s what drew me and many
developers to computers in the first place - I fondly remember starting with my Apple IIe. It’s what gets
us out of bed in the morning and keeps us up at all hours of the night. Answering that call. Fulfilling on
the potential.
So when COVID-19 hit society, it’s no surprise that the builders of the world got to work, doing what
they do best - answering the call.
For example, the Consumer Digital Team at Mount Sinai Health System, led by Chief Product Officer
David Kerwar, built a messaging solution allowing patients to chat live with clinicians, guiding
potentially COVID-infected patients into care or remote monitoring to recover at home, virtualizing the
healthcare system to enable care continuity for the patient who may not be able to access care in
person. It’s already experienced a 10x increase in volume. In one case, the live chat identified an
elderly patient who needed immediate help and they were able to dispatch an ambulance in a matter of
minutes. In another case, an infected patient in a group home was identified, which led to swift
notification of the home and isolation of the patient to mitigate the spread of the virus in the facility.
Twilio’s ability to help onboard a patient via SMS and followed by a referral to a video visit has
dramatically increased adoption and engagement with hundreds of consumers a day through this
channel. A patient simply texts a six-digit short code to start using the platform and the ease of use and
efficiency has resulted in expanded access to care for New Yorkers throughout this crisis.
Developers in governments, from cities to states to countries, began figuring out how to keep their
population informed of rapidly changing advice, rules, and guidelines to keep people distanced,
support them during isolation, and get them economic help. One example that comes to mind:
developers at the City of Pittsburgh used Flex to upgrade, overnight, their 311 system to enable their
agents to work from home - allowing their agents to remain safe while providing information to
residents at a time when information is more important than ever.
Developers at non-profits on the front lines of healthcare, mental health, and poverty reduction started
reconfiguring their programs for a new COVID reality, realizing their services would become even more
important - sometimes growing 10x in scale practically overnight. In one example, I’m thinking about
the team at United Way Worldwide. United Way Worldwide, one of the primary non-profit operators of
211 call and text services across the United States, estimates the network handles more than
11 million calls a year from people in need of information about social services. That was before the
COVID-19 pandemic - their volumes in some markets grew nearly 10x as a result. Quickly, they
developed a streamlined routing system with a front-end interactive voice response (IVR) using Twilio
Studio and Autopilot. Now, to support agencies that need extra help, an artificial intelligence
AI-assisted IVR bot helps answer commonly asked questions about COVID-19, and for callers who still
require human help, the system routes the caller to a specialist sitting safely at home using Flex. They
built this in a few days.
Or City Harvest, which provides New Yorkers with emergency food relief by delivering food they rescue
to community food programs. Many of those programs rely on Plentiful, an SMS reservation system
built in partnership by City Harvest and United Way for New York City on Twilio, to ensure food
reaches the people who need it safely and efficiently. And now, with 62% more clients scheduling
appointments and a 474% growth in volume of messages from partners, they are helping more people
access food safely during this critical time.
And countless independent developers, working from home, reading the news, and itching to pitch in
however they could, started answering the call. I’m reminded of the “PPE Coalition”, a group of
developers and technology companies, led by developers Joe Wilson and Eric Ries (author of the Lean
Startup), who created an ad-hoc non-profit to connect supply of Personal Protective Equipment with
hospitals on the front lines of the COVID-19 response. Their hotline, powered by Flex and staffed by
volunteers, has routed millions of masks, gowns, respirators and more to the people who need it most.
And nearly every corporation had to respond to new realities. As social distancing took hold in the
United States, protecting customers and employees from unnecessary in-person contact became a top
priority for Comcast. Over the course of just a few weeks, developers at Comcast integrated Twilio
Voice into their homegrown customer database, enabling technicians and customer care to contact
customers for service requests remotely. Additionally, developers at Comcast recently initiated a pilot
to incorporate Twilio Video into the same database, which could enable a customer to use the camera
on their phone to show a Comcast technician their setup, and the technician can walk them through a
self-diagnosis and repair without ever stepping foot in the home. Comcast designed, prototyped and
built this capability over the course of less than a month. It has potential as a means of protecting
customers and technicians during COVID-19, and also as a way to provide faster resolution to
customers when their TV or Internet isn’t functioning properly.
And developers at companies big and small got to work, reconfiguring the world for a work-from-home
and a 100% e-commerce reality. Nearly every contact center needed to be reconfigured to support
distributed workforces - nobody wants to be sitting in a cubicle during these times. As nearly every
purchase moved to delivery at home or curbside, every retailer needed to scale their e-commerce
initiatives, and enable their usually in-person, in-store salespeople to support customers electronically -
while both are at home.
I heard from the leaders at QVC Italia, who realized the national lockdown in Italy would severely limit
their ability to serve customers on the phone, because they had no way of enabling their customer
service team to work from home. Rolling out an on-premises call center solution could take years, and
a cloud contact center generally takes 3-6 months on the low end. But the developers at QVC Italia
were able to roll out this solution and onboard their agents in a week. They also added SMS and
WhatsApp capabilities to accept inbound traffic on those channels, allowing QVC Italia to continue to
serve their customers during the crisis and keep their team up and running.
So many stories of developers answering the call, I wish I could share them all.
As developers, we have the luxury of sitting at home (or nearly anywhere), and doing our work by
typing magical code into our text editors. But so many people are on the front lines of this pandemic
that deserve our thanks - the medical professionals, the truck drivers, the food delivery workers, the
grocery store workers, the manufacturing workers, and everyone else who is playing a role in slowing
the spread or providing us with the stocked shelves at our local stores. Thank you. The software
developers of the world humbly have your back.
These are just a few of the ways in which we saw the world reconfigure before our eyes, and through
it, Twilio has been privileged to have a front row seat, as we provide three things the world needs:
digital engagement, software agility, and cloud scale. And it’s been our privilege to serve the
developers of the world, as they’ve served the medical system, their cities, states and countries, their
non-profits - and their friends, family members, and communities. That’s why we’ve been building this
company for 12 years - to be able to serve the builders in ordinary times, and even more so in
extraordinary times.
** BPMs help us rise to the challenge **
Last year in my stockholder letter, I spoke about the BPM system we use to plan our business. BPM
stands for Big Picture, Priorities & Measures (ok, maybe it should be BPPM, but no.) BPMs allow us to
express what matters on several time scales, and how we know if we’re making the progress we want.
We use BPMs to plan our year and our quarters - as a company, as departments, and down to the
team level. But we don’t just use BPMs for regular planning cycles. We also use them any time that we
need to draw clarity from ambiguity. And as it turns out, it was the perfect tool to guide us as the
COVID-19 crisis evolved. When it became apparent that 2020 would not be “business as usual,” as an
executive team, we wrote a BPM to guide our decisions and our actions through the crisis. As usual,
there was discussion and debate about the words and the order of the priorities, except for one thing:
We all agreed that our people were the number one priority, and that caring for the now 3,000+
Twilions, and growing our culture during this period of time would be critical. I wanted to share our
COVID-19 Response BPM with you, our stockholders, because I hope it’s useful to see how we
operate and perhaps this document may be useful for others in this or other periods of uncertainty.
(Note: I’ve omitted the measures.)
Twilio COVID-19 Response Big Picture:
Care for our team’s mental and physical health. Weather the crisis as a trusted advisor to
employees, customers and our communities in their time of need. Invest and emerge from the
crisis with our leadership strengthened as an employer, community member, and trusted provider
in the market.
Priorities:
1. Employee trust and welfare. Ensure we communicate well with employees, both in our
outreach, and also in listening. Ensure we first and foremost are looking out for the
personal welfare of our employees, and make them feel heard.
2. Customer success through the crisis. Serve our customers during this crisis to help
ensure their success, contributing to their ability to survive and thrive, thus building
loyalty.
3. Recover stronger. Leverage Twilio’s strong balance sheet to grow the business in an
environment where others may be fearful.
4. Capture emerging opportunities. Reach new customers and new use-cases in a
trusted and scalable way, approach emerging needs for Twilio with the required urgency
and build long term relationships.
5. Community. Care for our communities during this crisis, showing up as a force of
compassion and good.
** Onward **
As I noted before, Twilio was built for the challenges we’re facing with this crisis, but not only our
products - our people and our culture were ready to serve when this crisis started. I’ve seen so many
instances of Twilions moving mountains to serve our customers during this time of need. I’m thankful
that five years ago, we took the 1% Pledge with the support of our investors and our board of directors,
committing 1% of our equity to sustainably fund Twilio.org, enabling us to help even more
organizations in this time of need. And, of course, I’ve also seen so many instances of Twilions
supporting each other through this crisis. And it’s also you, our stockholders, that I’m proud to be
working with through this crisis. I’ve had the opportunity to chat with many stockholders in the past
year. Especially during the COVID-19 pandemic, I’m appreciative of the investor base we’ve
assembled and for your support and encouragement.
So with a spirit of investing in our collective future, I say: “Onward.”
Sincerely,
Jeff Lawson
CEO, Co-founder and Chairman
Twilio Inc.
TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CALIFORNIA 94105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Wednesday, June 3, 2020
Dear Stockholders of Twilio Inc.:
We cordially invite you to attend the 2020 annual meeting of stockholders (the “Annual Meeting”) of Twilio Inc.,
a Delaware corporation, which will be held virtually on Wednesday, June 3, 2020 at 9:00 a.m. Pacific Time via live
audio webcast on the Internet at www.virtualshareholdermeeting.com/TWLO2020, for the following purposes, as more
fully described in the accompanying proxy statement:
1. To elect three Class I directors to serve until the 2023 annual meeting of stockholders and until their
successors are duly elected and qualified;
2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our
fiscal year ending December 31, 2020;
3. To conduct a non-binding advisory vote to approve the compensation of our named executive officers; and
4. To transact such other business as may properly come before the Annual Meeting or any adjournments
or postponements thereof.
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Due to recent developments with the coronavirus (COVID-19), the public health and travel concerns our
stockholders may have, and the protocols that federal, state and local governments may impose, our Board of
Directors has determined to hold a live audio webcast in lieu of an in-person meeting in order to support the health
and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your
questions during the meeting at www.virtualshareholdermeeting.com/TWLO2020. The health and safety of our
employees, stockholders, directors and community is paramount and we believe that holding a virtual meeting will
enable greater stockholder attendance and help accommodate participants who may be unable or unwilling to travel to
an in-person meeting as a result of measures implemented in response to the coronavirus outbreak. As always, we
encourage you to vote your shares prior to the Annual Meeting either by telephone, Internet or by proxy card to help
make this meeting format as efficient as possible.
Our board of directors has fixed the close of business on April 6, 2020 as the record date for the Annual Meeting.
Only stockholders of record on April 6, 2020 are entitled to notice of and to vote at the Annual Meeting. Further
information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
On or about April 22, 2020, we expect to mail to our stockholders a Notice of Internet Availability of Proxy
Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2020 Annual Meeting of
Stockholders (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31,
2019 (the “Annual Report”). The Proxy Statement and the Annual Report can be accessed directly at the following
Internet address: http://materials.proxyvote.com/90138F. All you have to do is enter the control number located on
your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit
your vote via the Internet, telephone or mail as soon as possible to ensure that your shares are represented. For
additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy
does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
We appreciate your continued support of Twilio.
By order of the Board of Directors,
Jeff Lawson
Co-Founder, Chief Executive Officer and Chairperson of the Board
San Francisco, California
April 22, 2020
Table of Contents
PROCEDURAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
7
PROPOSAL NO. 1—ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . .
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . .
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
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TWILIO INC.
PROXY STATEMENT
FOR
2020 ANNUAL MEETING OF STOCKHOLDERS
PROCEDURAL MATTERS
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation
of proxies by our board of directors for use at the 2020 annual meeting of stockholders of Twilio Inc., a
Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof
(the “Annual Meeting”). The Annual Meeting will be held virtually on Wednesday, June 3, 2020 at
9:00 a.m. Pacific Time via live audio webcast. You will be able to attend the virtual Annual Meeting, vote
your shares electronically and submit your questions during the live audio webcast of the meeting by
visiting www.virtualshareholdermeeting.com/TWLO2020 and entering your sixteen-digit control number
located on your proxy card. The Notice of Internet Availability of Proxy Materials (the “Notice”)
containing instructions on how to access this proxy statement and our annual report is first being mailed on
or about April 22, 2019 to all stockholders entitled to vote at the Annual Meeting.
The information provided in the “question and answer” format below is for your convenience only
and is merely a summary of the information contained in this proxy statement. You should read this entire
proxy statement carefully. Information contained on, or that can be accessed through, our website is not
intended to be incorporated by reference into this proxy statement and references to our website address
in this proxy statement are inactive textual references only.
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What matters am I voting on?
You will be voting on:
• the election of three Class I directors to serve until the 2023 annual meeting of stockholders and
until their successors are duly elected and qualified;
• a proposal to ratify the appointment of KPMG LLP as our independent registered public
accounting firm for our fiscal year ending December 31, 2020;
• a proposal to conduct a non-binding advisory vote to approve the compensation of our named
executive officers; and
• any other business as may properly come before the Annual Meeting.
How does the board of directors recommend I vote on these proposals?
Our board of directors recommends a vote:
• “FOR” the election of Richard Dalzell, Jeffrey Immelt and Erika Rottenberg as Class I directors;
• “FOR” the ratification of the appointment of KPMG LLP as our independent registered public
accounting firm for our fiscal year ending December 31, 2020; and
• “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive
officers, as disclosed in this proxy statement.
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Who is entitled to vote?
Holders of either class of our common stock as of the close of business on April 6, 2020, the record
date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were
128,613,795 shares of our Class A common stock outstanding and there were 11,356,940 shares of our
Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a
single class on all matters described in this proxy statement for which your vote is being solicited.
Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of
Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is
entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are
collectively referred to in this proxy statement as our “common stock.”
Registered Stockholders.
If shares of our common stock are registered directly in your name with our
transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice
was provided to you directly by us. As the stockholder of record, you have the right to grant your voting
proxy directly to the individuals listed on the proxy card or to vote online at the Annual Meeting.
Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders.
If shares of our common stock are held on your behalf in a brokerage
account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are
held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered
the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct
your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to
attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may
not vote your shares of our common stock by Internet at the Annual Meeting unless you follow your
broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by
mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout
this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other
nominee as “street name stockholders.”
How many votes are needed for approval of each proposal?
• Proposal No. 1: The election of directors requires a plurality of the voting power of the shares of
our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon
to be approved. “Plurality” means that the nominees who receive the largest number of “For” votes
cast are elected as directors. As a result, any shares not voted “For” a particular nominee (whether
as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s
favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on
each of the nominees for election as a director.
• Proposal No. 2: The ratification of the appointment of KPMG LLP as our independent registered
public accounting firm for our fiscal year ending December 31, 2020 requires the affirmative vote of
a majority of the voting power of the shares of our common stock present virtually or by proxy at
the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares
present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against”
this proposal. Broker non-votes will have no effect on the outcome of this proposal.
• Proposal No. 3: A majority of the voting power of the shares of our common stock present
virtually or by proxy at the Annual Meeting and entitled to vote thereon is required to approve the
compensation of our named executive officers. Since this proposal is an advisory vote, the result will
not be binding on our board of directors, our compensation committee, or the Company. The board
of directors and our compensation committee will consider the outcome of the vote when
determining the compensation of our named executive officers. Abstentions are considered shares
present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against”
this proposal. Broker non-votes will have no effect on the outcome of this proposal.
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What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting to
properly hold an annual meeting of stockholders and conduct business under our amended and restated
bylaws and Delaware law. The presence, virtually or by proxy, of the holders of a majority of the voting
power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting
will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are
counted as shares present and entitled to vote for purposes of determining a quorum.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
• by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time
on June 2, 2020 (have your Notice or proxy card in hand when you visit the website);
• by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 2, 2020 (have your
Notice or proxy card in hand when you call);
• by completing and mailing your proxy card (if you received printed proxy materials); or
• by Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual
Meeting are described at www.virtualshareholdermeeting.com/TWLO2020.
If you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote
will be counted if you later decide not to attend the Annual Meeting.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other
nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order
to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should
generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However,
the availability of telephone and Internet voting will depend on the voting process of your broker, bank or
other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares by
Internet at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time
before the Annual Meeting by:
• entering a new vote by Internet or by telephone;
• completing and returning a later-dated proxy card;
• notifying the Corporate Secretary of Twilio Inc., in writing, at 101 Spear Street, First Floor, San
Francisco, California 94105; or
• attending and voting electronically at the Annual Meeting (although attendance at the Annual
Meeting will not, by itself, revoke a proxy).
In light of shelter-in-place restrictions currently in place due to COVID-19, we encourage
stockholders to reach out to us by e-mail at legalnotices@twilio.com instead of physical mail to help ensure
prompt receipt of any communications related to voting.
If you are a street name stockholder, your broker, bank or other nominee can provide you with
instructions on how to change your vote.
Why won’t there be an in-person meeting this year?
Due to recent developments with the coronavirus (COVID-19), the public health and travel concerns
our stockholders may have and the protocols that federal, state and local governments may impose, our
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Board of Directors has determined to hold a virtual Annual Meeting via live audio webcast in lieu of an
in-person meeting in order to support the health and well-being of our employees, stockholders, directors
and community. You will be able to vote and submit your questions during the meeting at
www.virtualshareholdermeeting.com/TWLO2020. The health and safety of our employees, stockholders,
directors and community is paramount and we believe that holding a virtual meeting will enable greater
stockholder attendance and help accommodate participants who may be unable or unwilling to travel to an
in-person meeting as a result of measures implemented in response to the coronavirus outbreak.
What do I need to be able to attend the Annual Meeting online?
We will be hosting our Annual Meeting via live audio webcast only. If you are a stockholder as of the
record date of April 6, 2020 and wish to virtually attend the Annual Meeting, you will need the 16-digit
control number, which is located on your Notice of Internet Availability of Proxy Materials or on your
proxy card (if you receive a printed copy of the proxy materials). Instructions on how to participate in the
Annual Meeting are also posted online at www.proxyvote.com. The webcast will start at 9:00 a.m., Pacific
Time on June 3, 2020. Stockholders may vote and ask questions while attending the Annual Meeting
online.
Use of cameras and recording devices are prohibited while virtually attending the live audio webcast.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Jeff Lawson, Khozema Shipchandler
and Karyn Smith have been designated as proxy holders by our board of directors. When proxies are
properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual
Meeting in accordance with the instructions of the stockholder. If no specific instructions are given,
however, the shares will be voted in accordance with the recommendations of our board of directors as
described above. If any matters not described in this proxy statement are properly presented at the Annual
Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual
Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well,
unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy
materials?
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to
furnish our proxy materials, including this proxy statement and our annual report, primarily via the
Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on
or about April 22, 2020 to all stockholders entitled to vote at the Annual Meeting. Stockholders may
request to receive all future proxy materials in printed form by mail or electronically by e-mail by following
the instructions contained in the Notice. We encourage stockholders to take advantage of the availability
of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual
meetings of stockholders.
How are proxies solicited for the Annual Meeting?
Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated
with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable
expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds
shares of our common stock on your behalf. In addition, our directors and employees may also solicit
proxies in person, by telephone or by other means of communication. Our directors and employees will not
be paid any additional compensation for soliciting proxies.
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How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for their
customers are generally required to vote such shares in the manner directed by their customers. In the
absence of timely directions, your broker will have discretion to vote your shares on our sole “routine”
matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public
accounting firm for our fiscal year ending December 31, 2020. Your broker will not have discretion to vote
on any other proposals, which are “non-routine” matters, absent direction from you.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting
results on a Current Report on Form 8-K that we will file with the SEC within four business days after the
Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K
within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish
preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K
as soon as they become available.
I share an address with another stockholder, and we received only one paper copy of the proxy materials.
How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this
procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple
stockholders who share the same address, unless we have received contrary instructions from one or more
of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who
participate in householding will continue to be able to access and receive separate proxy cards. Upon
written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy
materials, to any stockholder at a shared address to which we delivered a single copy of any of these
materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we
only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact
us at (415) 914-1444 or:
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Twilio Inc.
Attention: Investor Relations
101 Spear Street, First Floor
San Francisco, CA 94105
ir@twilio.com
In light of shelter-in-place restrictions currently in place due to COVID-19, we encourage
stockholders to contact us by telephone or e-mail instead of physical mail to help ensure timely receipt of
any request for proxy materials.
Street name stockholders may contact their broker, bank or other nominee to request information
about householding.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or
to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration
at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate
Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy
statement for the 2021 annual meeting of stockholders, our Corporate Secretary must receive the written
proposal at our principal executive offices not later than December 23, 2020. In addition, stockholder
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proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Twilio Inc.
Attention: Corporate Secretary
101 Spear Street, First Floor
San Francisco, California 94105
Our amended and restated bylaws also establish an advance notice procedure for stockholders who
wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to
be included in our proxy statement. Our amended and restated bylaws provide that the only business that
may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy
materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting
by or at the direction of our board of directors or (iii) properly brought before such meeting by a
stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to
our Corporate Secretary, which notice must contain the information specified in our amended and restated
bylaws. To be timely for the 2021 annual meeting of stockholders, our Corporate Secretary must receive
the written notice at our principal executive offices:
• not earlier than the close of business on February 6, 2021; and
• not later than the close of business on March 8, 2021.
In the event that we hold the 2020 annual meeting of stockholders more than 30 days before or more
than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to
be timely, it must be received by the secretary not earlier than the close of business on the 120th day prior
to such annual meeting and not later than the close of business on the later of the 90th day prior to such
annual meeting, or the tenth day following the day on which public announcement of the date of such
annual meeting is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual
meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are
not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Holders of our common stock may propose director candidates for consideration by our nominating
and corporate governance committee. Any such recommendations should include the nominee’s name and
qualifications for membership on our board of directors and should be directed to our General Counsel or
legal department at the address set forth above. For additional information regarding stockholder
recommendations for director candidates, see the section titled “Board of Directors and Corporate
Governance—Stockholder Recommendations and Nominations to the Board of Directors.”
In addition, our amended and restated bylaws permit stockholders to nominate directors for election
at an annual meeting of stockholders. To nominate a director, the stockholder must provide the
information required by our amended and restated bylaws. In addition, the stockholder must give timely
notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general,
require that the notice be received by our Corporate Secretary within the time periods described above
under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be
included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You
may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw
provisions regarding the requirements for making stockholder proposals and nominating director candidates.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of our board of directors. Our board of
directors consists of eight directors, all of whom, other than Mr. Lawson, qualify as “independent” under
the listing standards of The New York Stock Exchange (the “NYSE Listing Standards”). Our board of
directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a
class of directors will be elected for a three-year term to succeed the class whose term is then expiring.
The following table sets forth the names, ages as of March 31, 2020, and certain other information for
each of the members of our board of directors with terms expiring at the Annual Meeting (who are also
nominees for election as a director at the Annual Meeting) and for each of the continuing members of our
board of directors:
Director
Since
Current
Term
Expires
Expiration
of Term
for Which
Nominated Independent
Class Age
Audit
Committee
Compensation
Committee
Nominating
and
Corporate
Governance
Committee
Directors with Terms
Expiring at the Annual
Meeting/Nominees
Richard Dalzell
. . . . . . . .
Jeff Immelt . . . . . . . . . . . .
Erika Rottenberg . . . . . . .
Continuing Directors
Jeff Lawson . . . . . . . . . . . .
Byron Deeter . . . . . . . . . .
Elena Donio . . . . . . . . . . .
Donna L. Dubinsky . . . . .
Jeffrey Epstein . . . . . . . . .
Nominees for Director
I
I
I
II
II
III
III
II
63
64
57
42
45
50
64
63
2014
2019
2016
2008
2010
2016
2018
2017
2020
2020
2020
2021
2021
2022
2022
2021
2023
2023
2023
—
—
—
—
—
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
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Richard Dalzell. Mr. Dalzell has served as a member of our board of directors since March 2014.
From 1997 to 2007, Mr. Dalzell served in several roles at Amazon.com, Inc., an e-commerce and cloud
computing company, including as Senior Vice President of Worldwide Architecture and Platform Software
and Chief Information Officer. From 1990 to 1997, Mr. Dalzell served in several roles at Wal-Mart Stores,
Inc., a discount retailer, including as Vice President of the Information Systems Division. Mr. Dalzell
currently serves on the board of directors of Intuit Inc., a software company. Mr. Dalzell previously served
on the board of directors of AOL Inc. Mr. Dalzell holds a B.S. in Engineering from the United States
Military Academy at West Point.
Mr. Dalzell was selected to serve on our board of directors because of his experience as an executive
and director of technology companies.
Jeffrey Immelt. Mr. Immelt has served as a member of our board of directors since June 2019.
Mr. Immelt is a venture partner of New Enterprise Associates (“NEA”), a venture capital firm, which he
joined in 2018. From 2001 to 2017, Mr. Immelt served as chairman and chief executive officer of General
Electric, a U.S. based multinational conglomerate. Prior to being appointed chief executive officer of
General Electric, Mr. Immelt held several global leadership roles at General Electric from 1982 to 2000 in
the Plastics, Appliances and Healthcare businesses. He was named one of the “World’s Best CEO’s” by
Barron’s three times and currently serves on the board of NEA portfolio companies Collective Health,
Desktop Metal and Radiology Partners and is a member of The American Academy of Arts & Sciences.
Mr. Immelt previously served as director of the Federal Reserve Bank of New York, a government-
organized financial and monetary policy organization, as chairman of the U.S. Presidential Council on Jobs
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and Competitiveness and as a trustee of Dartmouth College. He holds a B.A in applied mathematics from
Dartmouth College and an M.B.A. from Harvard University.
Mr. Immelt was selected to serve on our board of directors because of his experience as a senior
executive of technology companies and as a director and chairman of publicly-held companies.
Erika Rottenberg. Ms. Rottenberg has served as a member of our board of directors since June 2016.
Ms. Rottenberg joined the Chan Zuckerberg Initiative in 2018 and serves as its Vice President and
General Counsel. From 2008 to 2014, Ms. Rottenberg served as Vice President, General Counsel and
Secretary at LinkedIn Corporation, a professional networking company. From 2004 to 2008,
Ms. Rottenberg served as Senior Vice President, General Counsel and Secretary at SumTotal Systems,
Inc., a talent management enterprise software company. From 1996 to 2002, Ms. Rottenberg served in
several roles at Creative Labs, Inc., a computer peripheral and digital entertainment product company,
including as Vice President, Strategic Development and General Counsel. From 1993 to 1996,
Ms. Rottenberg served as an attorney at Cooley LLP, a law firm. Ms. Rottenberg served on the board of
directors of Nasdaq-listed Wix.com Ltd., a cloud-based web development platform, from 2014 to April
2020, and currently serves on the boards of Girl Scouts USA and the Silicon Valley Law Foundation.
Ms. Rottenberg holds a B.S. in Special and Elementary Education from the State University of New York
at Geneseo and a J.D. from the University of California, Berkeley, Boalt Hall School of Law.
Ms. Rottenberg was selected to serve on our board of directors because of her experience as a senior
executive of technology companies and as a director of publicly-held technology companies.
Continuing Directors
Jeff Lawson. See the section titled “Executive Officers” for Mr. Lawson’s biographical information.
Byron Deeter. Mr. Deeter has served as a member of our board of directors since November 2010.
Since 2005, Mr. Deeter has served as a partner of Bessemer Venture Partners, a venture capital firm. From
2004 to 2005, Mr. Deeter served as a director at International Business Machines Corporation, or IBM, a
technology and consulting company. From 2000 to 2004, Mr. Deeter served in several roles at Trigo
Technologies, Inc., a product information management company, which was acquired by IBM in 2004,
including co-founder, President, Chief Executive Officer and Vice President of Business Development.
From 1998 to 2000, Mr. Deeter served as an Associate at TA Associates, a private equity firm. From 1996
to 1998, Mr. Deeter served as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter
previously served on the board of directors of Cornerstone OnDemand, Inc., a talent management
software company and Instructure, Inc., an educational technology company. Mr. Deeter holds a B.A. in
Political Economy from the University of California, Berkeley.
Mr. Deeter was selected to serve on our board of directors because of his experience in the venture
capital industry and as a director of publicly-held and privately-held technology companies.
Elena Donio. Ms. Donio has served as a member of our board of directors since February 2016.
Since 2016, Ms. Donio has served as Chief Executive Officer at Axiom Global, a leading provider of
tech-enabled legal services. From 1998 to 2016, Ms. Donio served in several roles, including as President,
Executive Vice President and General Manager of Worldwide Small and Mid-Sized Businesses, at Concur
Technologies, Inc., a business travel and expense management software company, which was acquired by
SAP SE in 2014. From 1995 to 1997, Ms. Donio served as Senior Manager at Deloitte Consulting LLP, a
professional services firm. From 1992 to 1995, Ms. Donio served as Senior Consultant at Andersen
Consulting LLP, a business consulting firm. Ms. Donio holds a B.A. in Economics from the University of
California, San Diego.
Ms. Donio was selected to serve on our board of directors because of her experience as a senior
executive of a technology company and her industry experience.
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Donna L. Dubinsky. Ms. Dubinsky has served as a member of our board of directors since December
2018. Ms. Dubinsky was a co-founder of Numenta, Inc., a machine intelligence company, and has served as
its Chief Executive Officer since 2005. Ms. Dubinsky also co-founded Handspring, a maker of Palm
OS-based Visor- and Treo-branded personal digital assistants, and served as President and Chief Executive
Officer of Handspring from 1998 to 2003, and as Acting Chief Financial Officer from 2002 to 2003. From
1992 to 1998, Ms. Dubinsky served as President and Chief Executive Officer of Palm Computing, Inc., one
of the first companies to develop and design handheld computers and smartphones. From 1982 to 1991,
Ms. Dubinsky served in a multitude of sales, sales support, and logistics functions at both Apple Inc. and
Claris, an Apple software subsidiary. She currently serves on the boards of Numenta and Stanford Health
Care in Palo Alto, CA. Ms. Dubinsky previously served on the board of Intuit Inc. and Yale University,
including two years as Senior Fellow. Ms. Dubinsky holds a B.A. from Yale University, and an M.B.A.
from Harvard Business School.
Ms. Dubinsky was selected to serve on our board of directors because of her experience as an
entrepreneur and her industry experience.
Jeffrey Epstein. Mr. Epstein has served as a member of our board of directors since July 2017.
Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined
in November 2011 and has served as Co-Chief Executive Officer and Chief Financial Officer of Apex
Technology Acquisition Corp., a Nasdaq-listed blank check company, since April 2019. From September
2008 to April 2011, Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle
Corporation, an enterprise software company. Prior to joining Oracle in 2008, Mr. Epstein served as chief
financial officer of several public and private companies, including DoubleClick, an Internet advertising
company, which was acquired by Google, Inc., King World Productions, a U.S production company and
syndicator of television programming, which was acquired by CBS, and Nielsen’s Media Measurement and
Information Group, an information, data and measurement company. Mr. Epstein previously served as a
director of Booking Holdings (formerly The Priceline Group, Inc.), a leading provider of online travel, and
as a member of its Audit Committee and Compensation Committee. Since April 2012, Mr. Epstein has
served as a member of the Board of Directors of Shutterstock, Inc., a global provider of licensed imagery,
and serves as Chairman of its Audit Committee and as a member of its Nominating and Corporate
Governance Committee. Since April 2013, Mr. Epstein has served as a member of the Board of Directors
of Kaiser Permanente, a leading U.S. not-for-profit health care provider and health plan. Mr. Epstein
holds a B.A. from Yale University and an M.B.A. from Stanford University.
Mr. Epstein was selected to serve on our board of directors because of his experience as an executive
and director of technology companies.
Director Independence
Our Class A common stock is listed on The New York Stock Exchange. Under the NYSE Listing
Standards, independent directors must comprise a majority of a listed company’s board of directors. In
addition, the NYSE Listing Standards require that, subject to specified exceptions, each member of a listed
company’s audit, compensation and nominating and corporate governance committees be independent.
Under the NYSE Listing Standards, a director will only qualify as an “independent director” if, in the
opinion of that listed company’s board of directors, that director does not have a relationship that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the additional independence criteria set forth in
Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE
Listing Standards. Compensation committee members must also satisfy the additional independence
criteria set forth in Rule 10C-1 under the Exchange Act and the NYSE Listing Standards.
Our board of directors has undertaken a review of the independence of each director. Based on
information provided by each director concerning his or her background, employment and affiliations, our
board of directors has determined that Messrs. Dalzell, Deeter, Immelt and Epstein, and Mses. Donio,
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Dubinsky and Rottenberg do not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director and that each of these directors is “independent”
as that term is defined under the NYSE Listing Standards. In making these determinations, our board of
directors considered the current and prior relationships that each non-employee director has with our
Company and all other facts and circumstances our board of directors deemed relevant in determining
their independence, including the beneficial ownership of our capital stock by each non-employee director,
and the transactions involving them described in the section titled “Certain Relationships and Related
Party Transactions.”
Board Leadership Structure and Role of Our Lead Independent Director
Mr. Lawson currently serves as both the Chairperson of our board of directors and as our Chief
Executive Officer. Our non-management directors bring experience, oversight and expertise from outside
of our Company, while Mr. Lawson brings Company-specific experience and expertise. As our co-founder,
Mr. Lawson is best positioned to identify strategic priorities, lead critical discussions and execute our
business plans.
Since Mr. Lawson is the Chairperson of our board of directors and is not an “independent” director
pursuant to the NYSE Listing Standards, in December 2017, we appointed Mr. Jeffrey Epstein to serve as
our lead independent director. Mr. Epstein serves as a liaison between our Chief Executive Officer and
Chairperson and our independent directors and performs such additional duties as our board of directors
may otherwise determine and delegate. In addition, our independent directors, who are the sole members
of each of our board committees, provide strong independent leadership for each of these committees.
Our independent directors generally meet in executive session after each meeting of the board of directors.
At each such meeting, the presiding director for each executive session of our board of directors will be
either (i) the lead independent director or (ii) chosen by the independent directors.
We believe that the structure of our board of directors and committees of our board of directors
provides effective independent oversight of management while Mr. Lawson’s combined role enables strong
leadership, creates clear accountability and enhances our ability to communicate our message and strategy
clearly and consistently to stockholders.
Board Meetings and Committees
Our board of directors may establish the authorized number of directors from time to time by
resolution. Our board of directors currently consists of eight members.
During our fiscal year ended December 31, 2019, our board of directors held five meetings (including
regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of
(i) the total number of meetings of our board of directors held during the period for which he or she had
been a director and (ii) the total number of meetings held by all committees of our board of directors on
which he or she served during the periods that he or she served.
Although our Corporate Governance Guidelines do not have a formal policy regarding attendance by
members of our board of directors at annual meetings of stockholders, we encourage, but do not require,
our directors to attend. All members of our board of directors then serving in such capacity, except Messrs.
Epstein and Deeter attended our 2019 annual meeting of stockholders.
Our board of directors has established an audit committee, a compensation committee and a
nominating and corporate governance committee. The composition and responsibilities of each of the
committees of our board of directors is described below. Members serve on these committees until their
resignation or until as otherwise determined by our board of directors.
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Audit Committee
Our audit committee consists of Mr. Epstein and Mses. Dubinsky and Rottenberg, with Mr. Epstein
serving as Chairperson. Each member of our audit committee meets the requirements for independence
under the NYSE Listing Standards and SEC rules. Each member of our audit committee also meets the
financial literacy and sophistication requirements of the NYSE Listing Standards. In addition, our board of
directors has determined that each of Mr. Epstein and Ms. Dubinsky is an audit committee financial expert
within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the
“Securities Act”). Our audit committee, among other things:
• selects a qualified firm to serve as the independent registered public accounting firm to audit our
financial statements;
• helps to ensure the independence and performance of the independent registered public accounting
firm;
• discusses the scope and results of the audit with the independent registered public accounting firm,
and reviews, with management and the independent registered public accounting firm, our interim
and year-end results of operations;
• develops procedures for employees to submit concerns anonymously about questionable accounting
or audit matters;
• reviews our policies on risk assessment and risk management;
• reviews related party transactions; and
• approves or, as required, pre-approves, all audit and all permissible non-audit services, other than
de minimis non-audit services, to be performed by the independent registered public accounting
firm.
Our audit committee operates under a written charter that satisfies the applicable rules and
regulations of the SEC and the NYSE Listing Standards. A copy of the charter of our audit committee is
available on our website at https://investors.twilio.com/.
Our audit committee held nine meetings during fiscal year 2019.
Compensation Committee
Our compensation committee consists of Ms. Donio and Messrs. Dalzell and Immelt, with Ms. Donio
serving as Chairperson. Each member of our compensation committee meets the requirements for
independence under the NYSE Listing Standards and SEC rules. Each member of our compensation
committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”). Our compensation committee, among other things:
• reviews, determines, and approves, or makes recommendations to our board of directors regarding,
the compensation of our executive officers;
• administers our stock and equity compensation plans;
• reviews and approves, or makes recommendations to our board of directors, regarding incentive
compensation and equity compensation plans; and
• establishes and reviews general policies relating to compensation and benefits of our employees.
Our compensation committee operates under a written charter that satisfies the applicable rules of
the SEC and the NYSE Listing Standards. A copy of the charter of our compensation committee is
available on our website at https://investors.twilio.com/.
Our compensation committee held eight meetings during fiscal year 2019.
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Nominating and Corporate Governance Committee
Our nominating and governance committee consists of Ms. Rottenberg and Messrs. Dalzell and
Deeter, with Ms. Rottenberg serving as Chairperson. Each member of our nominating and governance
committee meets the requirements for independence under the NYSE Listing Standards and SEC rules.
Our nominating and corporate governance committee, among other things:
• identifies, evaluates and selects, or makes recommendations to our board of directors regarding,
nominees for election to our board of directors and its committees;
• considers and makes recommendations to our board of directors regarding the composition of our
board of directors and its committees;
• reviews and assesses the adequacy of our corporate governance guidelines and policies and
practices and recommends any proposed changes to our board of directors;
• oversees and periodically reviews our environmental, social and governance activities and programs;
and
• evaluates the performance of our board of directors and of individual directors.
Our nominating and corporate governance committee operates under a written charter that satisfies
the applicable NYSE Listing Standards. A copy of the charter of our nominating and corporate
governance committee is available on our website at https://investors.twilio.com/.
Our nominating and corporate governance committee held four meetings during fiscal year 2019.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of our
Company. None of our executive officers currently serves, or in the past year has served, as a member of
the board of directors or compensation committee (or other board committee performing equivalent
functions) of any entity that has one or more of its executive officers serving on our board of directors or
compensation committee. See the section titled “Certain Relationships and Related Party Transactions”
for information about related party transactions involving members of our compensation committee or
their affiliates.
Identifying and Evaluating Director Nominees
The board of directors has delegated to the nominating and corporate governance committee the
responsibility of identifying suitable candidates for nomination to the board of directors (including
candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and
principles in these corporate governance guidelines and the committee’s charter. The nominating and
corporate governance committee may gather information about the candidates through interviews,
detailed questionnaires, comprehensive background checks or any other means that the nominating and
corporate governance committee deems to be appropriate in the evaluation process. The nominating and
corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of
each candidate, both on an individual basis and taking into account the overall composition and needs of
the board of directors. Based on the results of the evaluation process, the nominating and corporate
governance committee recommends candidates for the board of director’s approval as director nominees
for election to the board of directors.
Minimum Qualifications
Our nominating and corporate governance committee uses a variety of methods for identifying and
evaluating director nominees and will consider all facts and circumstances that it deems appropriate or
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advisable. In its identification and evaluation of director candidates, our nominating and corporate
governance committee will consider the current size and composition of our board of directors and the
needs of our board of directors and the respective committees of our board of directors. Some of the
qualifications that our nominating and corporate governance committee considers include, without
limitation, issues of character, ethics, integrity, judgment, diversity of experience, independence, skills,
education, expertise, business acumen, length of service, understanding of our business and industry,
potential conflicts of interest and other commitments. Nominees must also have proven achievement and
competence in their field, the ability to offer advice and guidance to our management team, the ability to
make significant contributions to our success, and an understanding of the fiduciary responsibilities that
are required of a director. Director candidates must have sufficient time available in the judgment of our
nominating and corporate governance committee to perform all board of director and committee
responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in
all board of director and applicable committee meetings. Other than the foregoing, there are no stated
minimum criteria for director nominees, although our nominating and corporate governance committee
may also consider such other factors as it may deem, from time to time, are in our and our stockholders’
best interests.
Although our board of directors does not maintain a specific policy with respect to board diversity,
our board of directors believes that our board of directors should be a diverse body, and our nominating
and corporate governance committee endeavors to consider candidates who represent a mix of
backgrounds, gender, diversity of race or ethnicity, age, skills and professional experiences that enhance
the quality of deliberations and decisions of the board of directors. In making determinations regarding
nominations of directors, our nominating and corporate governance committee takes into account the
benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these
and other factors as it oversees the annual board of directors and committee evaluations. After completing
its review and evaluation of director candidates, our nominating and corporate governance committee
recommends to our full board of directors the director nominees for selection.
Stockholder Recommendations and Nominations to the Board of Directors
Stockholders may submit recommendations for director candidates to the nominating and corporate
governance committee by sending the individual’s name and qualifications to our General Counsel at
Twilio Inc., 101 Spear Street, First Floor, San Francisco, CA 94105, who will forward all recommendations
to the nominating and corporate governance committee. The nominating and corporate governance
committee will evaluate any candidates recommended by stockholders against the same criteria and
pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by
directors or management.
Stockholder and Other Interested Party Communications
The board of directors provides to every stockholder and any other interested parties the ability to
communicate with the board of directors, as a whole, and with individual directors on the board of
directors through an established process for stockholder communication. For a stockholder
communication directed to the board of directors as a whole, stockholders and other interested parties
may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to:
Twilio Inc., 101 Spear Street, First Floor, San Francisco, CA 94105, Attn: Board of Directors c/o General
Counsel.
For a stockholder or other interested party communication directed to an individual director in his or
her capacity as a member of the board of directors, stockholders and other interested parties may send
such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service
to: Twilio Inc., 101 Spear Street, First Floor, San Francisco, CA 94105, Attn: [Name of Individual
Director].
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In light of shelter-in-place restrictions currently in place due to COVID-19, we encourage
stockholders to e-mail any such communications to us at legalnotices@twilio.com to help ensure prompt
receipt. Our General Counsel, in consultation with appropriate members of our board of directors as
necessary, will review all incoming communications and, if appropriate, all such communications will be
forwarded to the appropriate member or members of our board of directors, or if none is specified, to the
Chairperson of our board of directors.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our board of directors has adopted Corporate Governance Guidelines that address items such as the
qualifications and responsibilities of our directors and director candidates and corporate governance
policies and standards applicable to us in general. In addition, our board of directors has adopted a code of
business conduct and ethics that applies to all of our employees, officers and directors including our Chief
Executive Officer, Chief Financial Officer, and other executive and senior financial officers. A copy of our
Corporate Governance Guidelines and Code of Business Conduct and Ethics is available on our Internet
website at https://investors.twilio.com and may also be obtained without charge by contacting our
Corporate Secretary at Twilio Inc., 101 Spear Street, First Floor, San Francisco, CA 94105. We intend to
disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our
website or in filings under the Exchange Act, as required by the applicable rules and exchange
requirements. During fiscal year 2019, no waivers were granted from any provision of our Code of Business
Conduct and Ethics.
Our Commitment to Environmental, Social and Governance Matters
At Twilio, we recognize the impact that a business can have on its surrounding community and
environment, and we believe that an organization has the responsibility to be a good corporate citizen. We
also value our employees and recognize the critical roles that they play in the achievement of our
long-term goals and overall success. The following is intended as a summary of some of the steps we are
taking to create a safe and inclusive workplace for our employees and to foster positive impact in our
communities and for our stakeholders.
Board Oversight
We are committed to sound governance and oversight of our impact on the surrounding community
and environment. This is one of the reasons that our Nominating and Corporate Governance Committee
of the board of directors has direct oversight of our environmental, social and governance activities and
related strategies.
Environmental
We recognize the impact that companies can have on the environment and we are working to
integrate sustainability initiatives into our business practices, including the evaluation of energy
conservation and energy efficiency initiatives that can help reduce greenhouse emissions at our facilities.
We have also recently begun to measure our carbon footprint with the goal of reducing it in the future.
Additionally, we are monitoring our water usage and creating a systematic global approach to responsibly
dispose of our electronic waste, including through participation in vendor buy-back programs or e-cycling.
Finally, we are fostering the promotion of conservation by recycling, composting, and source reduction in
all of our offices globally.
Community Involvement and Philanthropy
We acknowledge our responsibility to the communities around us and believe that our philanthropic
activities are beneficial for long-term shareholder value. The mission of Twilio.org, our social impact arm,
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is to fuel communications that give hope, power, and freedom with a 10-year goal to help one billion
people every year. Since launching Twilio.org, we’ve learned that social responsibility is as critical to our
success as a company as any other initiative and we remain committed to community involvement and
philanthropy today more than ever. We actively build ties to the community, so that as we grow and scale
as a company, we also increase our ability to generate social impact. We’ve seen social impact
organizations use communications to solve some of the world’s biggest social and environmental problems.
That’s why Twilio.org deploys our technology, our team, and grant-funding to fuel potentially life-changing
communications. For instance, Twilio.org has helped nonprofit organizations create a 24/7 SMS hotline to
fight human trafficking, use programmable SMS to proactively reach out in offer of support to potential
victims of human trafficking posted in online ads, and develop artificial intelligence-powered SMS bots to
disrupt sex trafficking by preventing buyers from connecting with victims. Additionally, our crisis response
and prevention initiative enables and improves communication efforts by non-profits which in turn
supports people experiencing crises.
In 2015, we reserved 1% of our Class A common stock to fund social impact at our Company. In
March 2019, we increased the Twilio.org share reserve by 203,658 shares of Class A common stock to
account for a similar program previously operated by SendGrid, Inc. (which we acquired in February
2019). Since 2015, as detailed more below, Twilio.org has made millions of dollars in donations consistent
with its philanthropic goals.
During 2019, Twilio.org implemented the WePledge program to engage employees in doing good.
Through the WePledge program, our employees pledge 1% of their time or financial resources toward
causes they care about. In turn, we provide each employee with $500 in matching donations annually,
on-going community service opportunities, and 20 hours of paid volunteer time-off. We also make it easy
for employees to donate a portion of their vested company equity in lieu of a cash donation. Since the
program’s launch in September 2019, hundreds of our employees have already taken the pledge to commit
1%, resulting in the donation of hundreds of thousands of dollars and nearly 5,000 volunteer hours that
support more than 450 charitable organizations.
Compliance & Ethics
Our culture of integrity starts with our Corporate Governance Guidelines and Code of Business
Conduct and Ethics, which includes efforts in risk assessment, development of policies, procedures,
training, auditing, monitoring, investigations, and remediation of potential compliance matters. We have
also implemented mandatory anti-harassment, anti-corruption and anti-bribery training as well as more
targeted compliance training to address the compliance risks of specific roles and business functions.
Furthermore, in order to promote a high standard of ethical and professional conduct within our
Company, we have engaged with an impartial third party to administer an ethics reporting hotline where,
as permitted by law, employees, contractors, customers and vendors may address any issues on a
confidential and anonymous basis. Employees may choose the method with which they are most
comfortable to discuss any issues or complaints, whether it is through their manager, our human resources
partners, or the reporting hotline. In addition, our Code of Business Conduct and Ethics applies to all of
our employees, including our officers and board of directors. Violation of the Code of Business Conduct
and Ethics may result in disciplinary action, up to and including termination of employment.
Data Protection
We are committed to protecting the privacy and data of our developer ecosystem, customers and
users. We have implemented policies and procedures that facilitate compliance with applicable privacy
laws, including the California Consumer Privacy Act (“CCPA”) and the General Data Protection
Regulation (“GDPR”), and work to use privacy by design in our review and building processes. For
example, in 2016, even before GDPR became effective, we started the process of putting in place our
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own Binding Corporate Rules ("BCRs")—considered one of the highest global standards for data
protection that a company can have. Our BCRs codify our guiding principles and approach to compliance
with data protection laws when processing personal information.
In addition to our working to maintain data privacy and security, we have proactively taken steps to
provide increased visibility to the Twilio community around government requests received for customer
information by municipal, state, provincial and federal governments globally. We do this by publishing
semi-annual transparency reports. Our transparency reports document the total volume of government
requests for information received by us, how we responded to the requests, and how often we notified
users of the requests.
Furthermore, we train employees on policies and procedures for secure data handling and use
physical and procedural safeguards to help keep our facilities and equipment secure. All of our employees
and contractors are required to complete privacy and security training every year.
Diversity & Inclusion
At Twilio, we strive to build equity, equality, and belonging to make communication more inclusive
for all. Our Diversity and Inclusion mission is to foster an equitable approach to hiring, delivering on a
promise of equality for all in career development, compensation and growth, and to foster a sense of
belonging for everyone at our Company. We believe that a company culture focused on diversity and
inclusion is a key driver of creativity and innovation and that diverse and inclusive teams make better
business decisions, which ultimately drives better business performance. For example, we created “Twilio
After Hours,” which aims to create inclusive environments designed for groups who are commonly
underrepresented in the tech community; “Hatch” to invite candidates from underrepresented and
non-traditional backgrounds to launch tech careers through mentorship, apprenticeship and skill
development; and implemented “Crack the Code,” a program that promotes best practices around
attracting, recruiting, and retaining developer talent while building a culture of inclusivity.
In addition, we work hard to maintain and enhance our diverse and inclusive environment, creating a
workplace where people are highly valued and are empowered to do their best work. Our employee
resource groups, such as Black Twilions, Latinx @ Twilio, S.E.A.T., Spectrum, Women @ Twilio, Wonder,
Twilipinos, and Twarriors offer our employees support, mentoring and networking opportunities and help
to foster a friendly and diverse workplace.
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial,
business and operational, cyber security, legal and compliance, and reputational. We have designed and
implemented processes to manage risk in our operations. Management is responsible for the day-to-day
management of risks the Company faces, while our board of directors, as a whole and assisted by its
committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of
directors has the responsibility to satisfy itself that the risk management processes designed and
implemented by management are appropriate and functioning as designed.
Our board of directors believes that open communication between management and our board of
directors is essential for effective risk management and oversight. Our board of directors meets with our
Chief Executive Officer and other members of the senior management team at quarterly meetings of our
board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well
as such other times as they deem appropriate.
While our board of directors is ultimately responsible for risk oversight, our board committees assist
our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee
assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in
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the areas of internal control over financial reporting and disclosure controls and procedures, cybersecurity
and security, legal and regulatory compliance, and discusses with management and the independent
auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee
also reviews our major financial risk exposures and the steps management has taken to monitor and
control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout
the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our
nominating and corporate governance committee assists our board of directors in fulfilling its oversight
responsibilities with respect to the management of risk associated with board organization, membership
and structure, and corporate governance. Our compensation committee assesses risks created by the
incentives inherent in our compensation programs, policies and practices. Finally, our full board of
directors reviews strategic and operational risk in the context of reports from the management team,
receives reports on all significant committee activities at each regular meeting, and evaluates the risks
inherent in significant transactions.
Non-Employee Director Compensation
Non-Employee Director Compensation Policy
We believe that a combination of cash and equity compensation is appropriate to attract and retain
the individuals we desire to serve on our board of directors and that this approach is comparable to the
policies of our peers. We further believe that it is appropriate to provide cash compensation to our
non-employee directors to compensate them for their time and effort and to provide equity compensation
to our non-employee directors to align their long-term interests with those of the Company and our
stockholders.
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Upon the recommendation of our compensation committee, in May 2016, our board of directors
adopted a non-employee director compensation policy (as amended and restated from time to time, the
“Non-Employee Director Compensation Policy”) for the compensation of our non-employee directors.
Our compensation committee conducts an annual evaluation of the design and competitiveness of our
Non-Employee Director Compensation Policy in light of best practices, market trends and a competitive
market analysis of data for the Company’s compensation peer group prepared by the compensation
committee’s compensation consultant and makes appropriate recommendations to our board of directors
with respect to the compensation of our non-employee directors.
During 2019, our compensation committee engaged Compensia, Inc. (“Compensia”), a national
compensation consulting firm, as its compensation consultant to advise on, among other things,
non-employee director compensation matters. In doing so, our compensation committee reviewed and
considered a peer group compensation data analysis prepared by Compensia. Our compensation
committee did not strictly target any specific levels of pay, and instead, used the comparative market
analysis provided by Compensia as a reference point in its decision-making process. In June 2019, after
reviewing the comparative market analysis in consultation with Compensia, our compensation committee
recommended that no changes be made for 2019 to our Non-Employee Director Compensation Policy.
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Our non-employee directors currently receive compensation in the form of cash retainers and equity
awards as set forth below.
Annual Retainer for Board Membership
Annual service on the board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Annual Retainer for Lead Independent Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Annual Retainer for Committee Membership
Annual service as member of the audit committee (other than chair) . . . . . . . . . . . . . . . . . . . . . . . .
Annual service as chair of the audit committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual service as member of the compensation committee (other than chair) . . . . . . . . . . . . . . . .
Annual service as chair of the compensation committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual service as member of the nominating and corporate governance committee (other than
$30,000
$18,000
$ 9,000
$18,000
$ 9,000
$18,000
chair) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual service as chair of the nominating and corporate governance committee . . . . . . . . . . . . . .
$ 3,500
$ 7,000
Our Non-Employee Director Compensation Policy during fiscal year 2019 provided that, upon initial
election to our board of directors, each non-employee director would be granted restricted stock units
(“RSUs”) having a value of $425,000 (the “Initial Grant”). In addition, on the date of each of our annual
meetings of stockholders, each non-employee director who would continue as a member of our board of
directors following such annual meeting of stockholders would be granted an annual award of RSUs
having a value of $200,000 (the “Annual Grant”). During fiscal year 2019, the number of RSUs for the
Initial Grant and the Annual Grant were determined by dividing the applicable values by the average
closing market price on The New York Stock Exchange (or such other market on which the Company’s
Class A common stock is then principally listed) of one share of the Company’s Class A common stock
over the trailing 30-day period ending five business days before the effective date of the grant. The Initial
Grant vests in equal annual installments over three years, subject to continued service as a director
through the applicable vesting dates. The Annual Grant vests in full on the earlier of (i) the one-year
anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service
as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a
“sale event,” as defined in our 2016 Stock Option and Incentive Plan (as amended and restated, the “2016
Plan”).
Our Non-Employee Director Compensation Policy also provides that, pursuant to the 2016 Plan, the
aggregate amount of compensation, including both equity compensation and cash compensation, paid to
any non-employee director in a calendar year will not exceed $750,000 (or such other limit as may be set
forth in the 2016 Plan or any similar provision of a successor plan).
Employee directors receive no additional compensation for their service as a director.
We also reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors for
their attendance at meetings of our board of directors or any committee thereof.
Non-Employee Directors’ Deferred Compensation Program
In July 2017, we implemented a Non-Employee Directors’ Deferred Compensation Program to offer
our non-employee directors the ability to defer the receipt of any RSUs granted to them from Initial
Grants or Annual Grants under the 2016 Plan. In advance of an award of RSUs and in compliance with
the program’s requirements, a non-employee director may elect to defer the receipt of all of his or her
RSUs until the earliest of (i) 90 days after such non-employee director ceases to serve as a member of our
board of directors; (ii) the consummation of a “sale event”; or (iii) 90 days after the non-employee
director’s death (such earliest date, the “Payment Event”). Upon the vesting of the RSUs, any amounts
that would otherwise have been paid in shares of Company common stock will be converted into deferred
stock units (“DSUs”) on a one-to-one basis and credited to the non-employee director’s deferral account.
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The DSUs will be paid in shares of Company Class A common stock on a one-to-one basis in a single lump
sum (and will cease to be held in the non-employee director’s deferred account) as soon as practicable
following the Payment Event.
Stock Ownership Policy
In April 2018, we adopted a stock ownership policy for our non-employee directors, which requires
such directors to acquire and hold the lesser of (i) a number of shares of our Company’s common stock
equal in value to three times the director’s annual cash retainer for regular service on the board of
directors or (ii) 2,500 shares of our Company’s common stock, until such director’s service on the board of
directors ceases. We only count directly and beneficially owned shares, including shares purchased through
our Company’s 2016 Employee Stock Purchase Plan (as amended and restated, the “ESPP”) or 401(k)
plan, if applicable, shares underlying vested RSUs that are held or deferred and shares underlying vested
and unexercised in-the-money stock options. Each non-employee director has three years from the later of
his or her initial election to the board of directors or from the effective date of the policy to attain the
required ownership level.
2019 Non-Employee Director Compensation Table
The following table provides information regarding the total compensation that was earned by or paid
to each of our non-employee directors in fiscal year 2019. Mr. Lawson, who is our Chief Executive Officer,
did not receive any additional compensation for his service as a director. The compensation received by
Mr. Lawson, as a named executive officer, is presented in “Executive Compensation—Summary
Compensation Table.”
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Name
Fees earned or
paid
in cash ($)
Stock awards ($)(1)
Total ($)
Richard Dalzell(2)
. . . . . . . . . . . . . . . . . . . . .
Byron Deeter(3) . . . . . . . . . . . . . . . . . . . . . . .
Elena Donio(4)
. . . . . . . . . . . . . . . . . . . . . . .
Donna Dubinsky(5)
. . . . . . . . . . . . . . . . . . . .
Jeffrey Epstein(6)
. . . . . . . . . . . . . . . . . . . . .
Jeffrey Immelt(7)
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Erika Rottenberg(8)
47,000
30,000
48,000
39,000
66,000
20,750
50,500
211,016
211,016
211,016
211,016
211,016
458,545
211,016
258,016
241,016
259,016
250,016
277,016
479,295
261,516
(1) The amounts reported represent the aggregate grant date fair values of the RSUs awarded
to the non-employee directors in the fiscal year ended December 31, 2019, calculated in
accordance with FASB ASC Topic 718. Such grant date fair values do not take into account
any estimated forfeitures related to service-based vesting conditions. The valuation
assumptions used in determining such amounts are described in the Notes to Consolidated
Financial Statements included in our Annual Report on Form 10-K filed with the SEC on
March 2, 2020. The amounts reflect the accounting cost for the RSUs and do not correspond
to the actual economic value that may be received by the directors upon vesting or
settlement of the RSUs.
(2) As of December 31, 2019, Mr. Dalzell held an outstanding option to purchase a total of
117,500 shares of our Class B common stock and also held 1,483 RSUs.
(3) As of December 31, 2019, Mr. Deeter held 1,483 RSUs.
(4) As of December 31, 2019, Ms. Donio held 1,483 RSUs.
(5) As of December 31, 2019, Ms. Dubinsky held 4,846 RSUs.
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(6) As of December 31, 2019, Mr. Epstein held 16,535 RSUs. Pursuant to the Non-Employee
Director’s Deferred Compensation Program, Mr. Epstein has elected to defer all 16,535
RSUs.
(7) Mr. Immelt joined our board of directors effective June 19, 2019 and his cash retainers were
pro-rated accordingly. As of December 31, 2019, Mr. Immelt held 3,130 RSUs.
(8) As of December 31, 2019, Ms. Rottenberg held 1,483 RSUs.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is currently composed of eight members. In accordance with our amended and
restated certificate of incorporation, our board of directors is divided into three staggered classes of
directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed
the same class whose term is then expiring.
Each director’s term continues until the election and qualification of his or her successor, or such
director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our
directors. This classification of our board of directors may have the effect of delaying or preventing
changes in the control of our Company.
Nominees
Our nominating and corporate governance committee has recommended, and our board of directors
has approved, Richard Dalzell, Jeffrey Immelt and Erika Rottenberg as nominees for election as Class I
directors at the Annual Meeting. If elected, each of Messrs. Dalzell and Immelt and Ms. Rottenberg will
serve as Class I directors until the 2023 annual meeting of stockholders and until their successors are duly
elected and qualified. Each of the nominees is currently a director of our Company. For information
concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the
Internet but do not give instructions with respect to the voting of directors, your shares will be voted
“FOR” the election of Messrs. Dalzell and Immelt and Ms. Rottenberg. We expect that Messrs. Dalzell
and Immelt and Ms. Rottenberg will each accept such nomination; however, in the event that a director
nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be
voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name
stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your
shares unvoted on this matter.
Vote Required
The election of directors requires a plurality of the voting power of the shares of our common stock be
present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker
non-votes will have no effect on this proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES NAMED ABOVE.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed KPMG LLP (“KPMG”), an independent registered public
accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31,
2020. During our fiscal year ended December 31, 2019, KPMG served as our independent registered public
accounting firm.
Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our
audit committee, in its discretion, may appoint another independent registered public accounting firm at
any time during our fiscal year if our audit committee believes that such a change would be in the best
interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked
to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal
year ending December 31, 2020. Our audit committee is submitting the appointment of KPMG to our
stockholders because we value our stockholders’ views on our independent registered public accounting
firm and as a matter of good corporate governance. Representatives of KPMG will be present at the
Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to
appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of KPMG, our audit committee may reconsider the
appointment.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our
Company by KPMG for our fiscal years ended December 31, 2018 and 2019.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit Fees(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees(2)
Tax Fees(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
2019
(in thousands)
$4,390
$3,556
$ —
$ 145
$ — $
97
$ — $ —
Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,701
$4,487
(1) Audit Fees consist of professional services rendered in connection with the audit of our
annual consolidated financial statements, including audited financial statements presented in
our Annual Report on Form 10-K and services that are normally provided by the
independent registered public accountants in connection with statutory and regulatory filings
or engagements for those fiscal years, and the review of the financial statements included in
our quarterly reports. Fees for fiscal year 2019 also consisted of fees related to SEC
registration statements and other filings, comfort letters and consents, adoption of
accounting pronouncements, acquisitions and also our follow on offering.
(2) Audit-Related Fees consist of professional services rendered in connection with the due
diligence of transactions or events, including acquisitions.
(3) Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax
planning. These services include assistance regarding federal and state tax compliance.
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Auditor Independence
In our fiscal year ended December 31, 2019, there were no other professional services provided by
KPMG, other than those listed above, that would have required our audit committee to consider their
compatibility with maintaining the independence of KPMG.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our independent
registered public accounting firm. Under this policy, our audit committee is required to pre-approve all
audit, internal control-related services and permissible non-audit services performed by our independent
registered public accounting firm in order to ensure that the provision of such services does not impair the
public accountants’ independence. All services provided by KPMG for our fiscal years ended
December 31, 2018 and 2019 were pre-approved by our audit committee and were compatible with
maintaining KPMG’s independence.
Vote Required
The ratification of the appointment of KPMG as our independent registered public accounting firm
for our fiscal year ending December 31, 2020 requires the affirmative vote of a majority of the voting
power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled
to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will
have no effect.
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Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
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PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to
vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the
compensation of our named executive officers as disclosed in this proxy statement in accordance with the
compensation disclosure rules of the SEC. As described in detail under the heading “Executive
Compensation—Compensation Discussion and Analysis,” we seek to closely align the interests of our
named executive officers with the interests of our stockholders.
Our compensation programs are designed to effectively align our executives’ interests with the
interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of
sustainable long-term value for our stockholders.
Stockholders are urged to read the section titled “Executive Compensation” and, in particular, the
section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement,
which discusses how our executive compensation program policies and practices implement our
compensation philosophy and contains tabular information and narrative discussion about the
compensation of our named executive officers. Our board of directors and our compensation committee
believe that these policies and practices are effective in implementing our compensation philosophy and in
achieving our compensation program goals.
The vote on this resolution is not intended to address any specific element of compensation; rather,
the vote relates to the compensation of our named executive officers, as described in this proxy statement
in accordance with the compensation disclosure rules of the SEC.
Accordingly, we are asking our stockholders to vote on the following resolution at the Annual
Meeting:
RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the
compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy
statement for the 2020 Annual Meeting of Stockholders, pursuant to the compensation disclosure
rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and
the narrative discussions that accompany the compensation tables.
Vote Required
The approval of this advisory non-binding proposal requires the affirmative vote of a majority of the
voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and
entitled to vote thereon. Abstentions will have the effect of a vote “against” this proposal, and broker
non-votes will have no effect.
The vote is advisory, which means that the vote is not binding on the Company, our board of directors
or our compensation committee. To the extent there is any significant vote against our named executive
officer compensation as disclosed in this proxy statement, our compensation committee will evaluate
whether any actions are necessary to address the concerns of stockholders.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THIS PROXY STATEMENT.
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REPORT OF THE AUDIT COMMITTEE
The audit committee is a committee of the board of directors comprised solely of independent
directors as required by the listing standards of The New York Stock Exchange and rules of the Securities
and Exchange Commission (“SEC”). The audit committee operates under a written charter approved by
our board of directors, which is available on our web site at https://investors.twilio.com/. The composition
of the audit committee, the attributes of its members and the responsibilities of the audit committee, as
reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit
committees. The audit committee reviews and assesses the adequacy of its charter and the audit
committee’s performance on an annual basis.
With respect to our financial reporting process, our management is responsible for (1) establishing
and maintaining internal controls and (2) preparing our consolidated financial statements. Our
independent registered public accounting firm, KPMG LLP (“KPMG”), is responsible for performing an
independent audit of our consolidated financial statements and our internal control over financing
reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), and to issue a report thereon. It is the responsibility of the audit committee to
oversee these activities. It is not the responsibility of the audit committee to prepare our financial
statements. These are the fundamental responsibilities of management. In the performance of its oversight
function, the audit committee has:
• reviewed and discussed the audited financial statements for the fiscal year ended December 31,
2019 and management’s report on internal control over financial reporting with management and
KPMG;
• discussed with KPMG the matters required to be discussed by the statement on Auditing Standards
No. 1301, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by
the PCAOB in Rule 3200T; and
• received the written disclosures and the letter from KPMG required by applicable requirements of
the PCAOB regarding the independent accountant’s communications with the audit committee
concerning independence and has discussed with KPMG its independence.
Based on the audit committee’s review and discussions with management and KPMG, the audit
committee recommended to the board of directors that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC.
Respectfully submitted by the members of the audit committee of the board of directors:
Jeffrey Epstein (Chair)
Donna L. Dubinsky
Erika Rottenberg
This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be
deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we
specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or
“filed” under either the Securities Act or the Exchange Act.
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EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of March 31, 2020.
Our executive officers are appointed by, and serve at the discretion of, our board of directors and hold
office until his or her successor is duly elected and qualified or until his or her earlier resignation or
removal. There are no family relationships among any of our directors or executive officers.
Name
Jeff Lawson . . . . . . . . . . . . . . . . . . . . .
Khozema Shipchandler . . . . . . . . . . .
George Hu . . . . . . . . . . . . . . . . . . . . .
Chee Chew . . . . . . . . . . . . . . . . . . . . .
Karyn Smith . . . . . . . . . . . . . . . . . . . .
Age
42
46
45
49
55
Position
Co-Founder, Chief Executive Officer and Chairperson
Chief Financial Officer
Chief Operating Officer
Chief Product Officer
General Counsel and Corporate Secretary
Executive Officers
Jeff Lawson. Mr. Lawson is one of our founders and has served as our Chief Executive Officer and
as a member of our board of directors since April 2008 and has served as the Chairperson of our board of
directors since November 2015. From 2001 to 2008, Mr. Lawson served as founder and Chief Technology
Officer of Nine Star, Inc., a multi-channel retailer of equipment and apparel to the action sports industry.
From 2004 to 2005, Mr. Lawson served as Technical Product Manager of Amazon.com, Inc., an electronic
commerce and cloud computing company. In 2000, Mr. Lawson served as Chief Technology Officer of
StubHub, Inc., an online marketplace for live entertainment events. From 1998 to 2000, Mr. Lawson
served in several roles at Versity.com, Inc., a website for college lecture notes, including as founder, Chief
Executive Officer and Chief Technology Officer. Mr. Lawson holds a B.S. in Computer Science and Film/
Video from the University of Michigan.
Mr. Lawson was selected to serve on our board of directors because of the perspective and experience
he brings as our Chief Executive Officer, one of our founders and as one of our largest stockholders, as
well as his extensive experience as an executive with other technology companies.
Khozema Shipchandler. Mr. Shipchandler has served as our Chief Financial Officer since November
2018. From 2015 to 2018, Mr. Shipchandler served as chief financial officer and executive vice president of
corporate development at GE Digital, an operational technology and infrastructure software company that
is a division of General Electric Company, a publicly traded industrial technology company. From 1996 to
2015, Mr. Shipchandler served in various executive roles at General Electric Company, including as chief
financial officer, Middle East, North Africa and Turkey from 2011 to 2013. Mr. Shipchandler holds a B.A.
from Indiana University Bloomington.
George Hu. Mr. Hu has served as our Chief Operating Officer since February 2017. From December
2014 to April 2016, Mr. Hu founded and served as Chief Executive Officer at Peer, a workplace feedback
startup that was acquired by Twitter in 2016. Prior to that, from November 2011 to December 2014,
Mr. Hu served as Chief Operating Officer of Salesforce.com, Inc., a leading provider of enterprise cloud
computing applications. From 2001 to 2011, Mr. Hu served in a variety of other management roles at
Salesforce.com, Inc., including Vice President of Product Marketing, Senior Vice President of
Applications, Executive Vice President of Products, and Chief Marketing Officer. Mr. Hu currently serves
as a member of the Board of Directors and Compensation Committee of Yelp Inc. Mr. Hu holds an A.B.
in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business.
Chee Chew. Mr. Chew has served as our Chief Product Officer since January 2019. From December
2014 to January 2019, Mr. Chew served as Vice President of Consumer Engagement at Amazon.com, Inc.,
an electronic commerce and cloud computing company. From April 2007 to December 2014, Mr. Chew
served in a variety of roles at Google LLC, a multinational technology company that specializes in
Internet-related services and products. From June 1993 to April 2007, Mr. Chew served in a variety of
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roles at Microsoft Corporation, a technology company that develops, licenses and supports a wide range of
software products, services and devices, including as a general manager, software design engineer and
developer across Windows, Xbox and mobile device products. He also serves on the Board of Trustees for
the Olin College of Engineering. Mr. Chew holds a B.S. and M.S. degree in Computer Science from the
Massachusetts Institute of Technology.
Karyn Smith. Ms. Smith has served as our General Counsel since September 2014. From October
2013 to August 2014, Ms. Smith served as Chief Operating Officer and General Counsel at Peek, Aren’t
You Curious, Inc., a children’s clothing company. From January 2013 to August 2013, Ms. Smith served as
General Counsel at Meltwater Group Inc., a software-as-a-service company. From August 2009 to June
2012, Ms. Smith served as Vice President and Deputy General Counsel at Zynga Inc., an online video
game company. Prior to Zynga, Ms. Smith was a partner at Cooley LLP, a law firm, where she practiced
law for 10 years. She currently serves on the boards of the Business Software Alliance, a trade group that
represents some of the world’s largest software makers, and the United States Telecom Association
(USTelecom), a national trade association that represents telecommunications-related businesses based in
the United States. Ms. Smith holds a Bachelor of Journalism from the University of Missouri, Columbia
and a J.D. from Santa Clara University School of Law.
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Compensation Discussion and Analysis
EXECUTIVE COMPENSATION
This Compensation Discussion and Analysis describes the compensation program for our named
executive officers. During the fiscal year ended December 31, 2019, these individuals were:
• Jeff Lawson, our Chief Executive Officer and Chairperson of our Board of Directors;
• Khozema Shipchandler, our Chief Financial Officer;
• George Hu, our Chief Operating Officer;
• Chee Chew, our Chief Product Officer; and
• Karyn Smith, our General Counsel.
This Compensation Discussion and Analysis describes the material elements of our executive
compensation program during 2019. It also provides an overview of our executive compensation
philosophy and objectives. Finally, it discusses how our compensation committee of our board of directors
arrived at the specific compensation decisions for our executive officers, including our named executive
officers, for 2019, including the key factors that our compensation committee considered in determining
their compensation.
Executive Summary
Business Overview
We are the leader in the Cloud Communications Platform category. We enable developers to build,
scale and operate real-time communications within their software applications via our simple-to-use
Application Programming Interfaces (“APIs”). The power, flexibility and reliability offered by our
software building blocks empowers companies of virtually every shape and size to build world-class
engagement into their customer experience.
We offer a Customer Engagement Platform with software designed to address specific use cases like
account security and contact centers and a set of APIs that handles the higher-level communication logic
needed for nearly every type of customer engagement. These APIs are focused on the business challenges
that a developer is looking to address, allowing our customers to more quickly and easily build better ways
to engage with their customers throughout their journey. We also offer a set of APIs that enables
developers to embed voice, messaging, video and email capabilities into their applications and are
designed to support almost all the fundamental ways humans communicate, unlocking innovators to
address just about any communication market. The Super Network is our software layer that allows our
customers’ software to communicate with connected devices globally. It interconnects with
communications networks and inbox service providers 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 APIs that gives our customers access to more foundational components of our platform,
like phone numbers.
Our customers’ applications are able to reach users via voice, messaging, video and email in nearly
every country in the world by utilizing our platform. We support our global business through more than
25 cloud data centers in nine regions around the world and have developed contractual relationships with
network service providers globally.
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Fiscal 2019 Performance Highlights
During 2019, we continued to grow revenue and diversify our business and achieved significant
financial and operational results:
• We acquired SendGrid, Inc.(“SendGrid”), the leading email API platform, in February 2019,
adding an important channel for businesses to reach and engage with their customers effectively
and at scale;
• We recorded total revenue of $1.13 billion for the full year, up 75% from the full year 2018 revenue
of $650.1 million. Total revenue includes revenue from Twilio SendGrid starting on February 1,
2019 (the date of the acquisition).
• We recorded a GAAP loss from operations of $369.8 million for the full year, compared with a
GAAP loss from operations of $115.2 million for the full year 2018. Our non-GAAP loss from
operations was $1.8 million for the full year, compared with a non-GAAP loss from operations of
$4.1 million for the full year 2018; and
• We had more than 179,000 Active Customer Accounts as of December 31, 2019, compared to
64,286 Active Customer Accounts as of December 31, 2018. Active customer accounts as of
December 31, 2019 include the contribution from Twilio SendGrid customer accounts.
Please refer to Appendix A of this proxy statement for a more detailed discussion of how we measure
Active Customer Accounts and other key business metrics and for a reconciliation of GAAP loss from
operations to non-GAAP loss from operations.
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Fiscal 2019 Executive Compensation Highlights
Based on our overall operating environment and these results, our compensation committee took the
following key actions with respect to the compensation of our named executive officers for 2019:
• Base Salary—Approved annual base salary increases for our Chief Financial Officer, Chief
Operating Officer and General Counsel as we continue to move the target total cash compensation
of our named executive officers (other than our Chief Executive Officer and Chief Product Officer)
closer to the market median. At our Chief Executive Officer’s request, our compensation
committee did not increase his base salary from its 2018 level. Our Chief Product Officer
commenced employment with us in 2019, as discussed below.
• Long-Term Incentive Compensation—Granted ongoing long-term incentive compensation
opportunities to our named executive officers (other than our Chief Financial Officer and Chief
Product Officer) in the form of time-based stock options to purchase shares of our Class A common
stock and time-based RSUs that may be settled for shares of our Class A common stock, with
aggregate grant date fair values ranging from approximately $2.9 million to approximately
$11.8 million. Our Chief Financial Officer did not receive any equity awards in 2019, since he
received time-based stock options to purchase shares of our Class A common stock and time-based
RSUs that may be settled for shares of our Class A common stock in connection with his
commencement of employment with us in November 2018. Our Chief Product Officer commenced
employment with us in 2019, as discussed below.
• No Annual Cash Bonus Program—Since July 1, 2015, we have not maintained a formal annual cash
bonus plan for any of our executive officers, including our named executive officers.
• Appointment of Chief Product Officer— In 2019, we hired Chee Chew as our Chief Product Officer.
Mr. Chew was granted time-based stock options to purchase shares of our Class A common stock
and time-based RSUs that may be settled for shares of our Class A common stock, with an
aggregate grant date fair value of $23.2 million. Mr. Chew commenced employment with us on
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January 14, 2019. In connection with his appointment, we entered into an employment offer letter
with him providing for the following compensation arrangements:
• An initial annual base salary of $420,000;
• The grant of a time-based stock option to purchase 241,066 shares of our Class A common
stock with an exercise price of $116.30 per share, generally vesting over four years, subject to
his continued service relationship with us through each applicable vesting date, and subject
further to certain vesting acceleration provisions under the terms and conditions of our Key
Executive Severance Plan (as described further in “Potential Payments Upon Termination or
Change in Control—Executive Severance Plans” below);
• The grant of time-based RSUs that may be settled for 81,213 shares of our Class A common
stock, generally vesting over four years, subject to his continued employment with us through
each applicable vesting date, and subject further to certain vesting acceleration provisions
under the terms and conditions of our Key Executive Severance Plan; and
• Participation in our Key Executive Severance Plan.
In establishing the compensation arrangements for Mr. Chew, we took into consideration several
factors, including (i) the requisite experience and skills that a qualified chief product officer candidate
would need to lead and manage a growing business in a dynamic and ever-changing environment, (ii) the
competitive market for superior candidates at other comparable companies based on a review of
competitive market data, including data drawn from the companies in our compensation peer group,
various aspirational companies and selected compensation surveys, (iii) his then-current compensation at
his prior employer, including the estimated amount of compensation he would forfeit by accepting
employment with us, (iv) the need to integrate our chief product officer into our existing executive
compensation structure, balancing both competitive and internal equity considerations as well as his
existing compensation package and (v) the analysis of Compensia, our compensation committee’s
independent compensation consultant, regarding competitive market data and practices. Following
negotiations with Mr. Chew, whom our Chief Executive Officer, compensation committee and our board
of directors as a whole, believed was the strongest candidate to help us achieve our short-term and long-
term expansion goals, our compensation committee approved Mr. Chew’s compensation arrangements.
The terms and conditions of the Key Executive Severance Plan and Mr. Chew’s employment offer
letter as they relate to his post-employment compensation arrangements are described in the sections titled
“Post-Employment Compensation Arrangements”, “Employment Agreements or Offer Letters with
Named Executive Officers” and “Potential Payments Upon Termination or Change in Control” below.
Pay-for-Performance Analysis
We believe our executive compensation program is reasonable and competitive, and appropriately
balances the goals of attracting, motivating, rewarding and retaining our executive officers with the goal of
aligning their interests with those of our stockholders. The annual compensation of our executive officers,
including our named executive officers, varies from year to year based on our corporate financial and
operational results and individual performance. While we do not determine either “variable” or “fixed”
pay for each named executive officer with reference to a specific percentage of target total direct
compensation, consistent with our “pay-for-performance” philosophy, our executive compensation
program heavily emphasizes “variable” pay over “fixed” pay.
In 2019, the majority of the target total direct compensation of our Chief Executive Officer consisted
of variable pay in the form of long-term incentive compensation opportunities. Fixed pay, primarily
consisting of base salary, made up only 1% of our Chief Executive Officer’s target total direct
compensation, while contingent (“variable”) pay, consisting of long-term incentive compensation in the
form of equity awards, made up 99% of his target total direct compensation. Similar allocations applied to
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our other executive officers, including our other named executive officers. The following charts show the
percentages of target variable pay versus target fixed pay for our Chief Executive Officer and our other
named executive officers in 2019:
CEO
Target Pay Mix
48%
1%
51%
Average Other Named
Executive Officer
Target Pay Mix
6%
40%
54%
Base Salary
Stock Options
RSUs
Base Salary
Stock Options
RSUs
We believe that this approach provides balanced incentives for our executive officers to drive our
financial performance and long-term growth.
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Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation
policies and practices. Our compensation committee evaluates our executive compensation program on at
least an annual basis to ensure that it is consistent with our short-term and long-term goals given the
dynamic nature of our business and the market in which we compete for executive talent. The following
summarizes our executive compensation and related policies and practices:
What We Do
What We Don’t Do
Use a Pay-for-Performance Philosophy. The
majority of our executive officers’ target total
direct compensation is directly linked to the
performance of our stock price.
Compensation “At-Risk.” Our executive
compensation program is designed so that a
significant portion of our executive officers’
target total direct compensation is equity-based,
and therefore “at risk,” to align the interests of
our executive officers and stockholders.
No Retirement Plans. We do not currently offer
pension arrangements, nonqualified deferred
compensation arrangements or retirement plans
to our executive officers other than a 401(k)
retirement plan that is generally available to all
our U.S. employees.
No Short-Term Cash Bonus Program or
Guaranteed Bonuses. We do not maintain a
formal cash bonus program for our executive
officers, nor do we provide guaranteed bonuses
to our executive officers.
“Double-Trigger” Change-in-Control
Arrangements. With the exception of certain
equity awards granted to our Chief Operating
Officer, the terms of which were determined
through arm’s length negotiations at the time of
Limited Perquisites or Other Personal Benefits.
We provide limited perquisites and other
personal benefits to our executive officers,
which, in 2019, consisted of individual
supplemental long-term disability insurance,
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What We Do
What We Don’t Do
hire, all of our post-employment compensation
arrangements in the event of a change in control
of the Company are “double-trigger”
arrangements that require both a change in
control of the Company plus a qualifying
termination of employment before payments and
benefits are paid. All such payments and benefits
are also subject to the execution and delivery of
an effective release of claims in our favor.
Maintain an Independent Compensation
Committee. Our compensation committee
consists solely of independent directors.
reimbursements for our Chief Executive
Officer’s costs incurred in connection with his
filing under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 (“HSR”) and related
tax gross up and legal fees.
Limited Tax Payments on Perquisites. We
generally do not provide any tax reimbursement
payments (including “gross-ups”) on any
perquisites or other personal benefits except
that we have provided a tax gross-up to our
Chief Executive Officer with respect to the
income that he recognized as a result of our
payment for his HSR filing and related legal
fees.
Retain an Independent Compensation Advisor.
Our compensation committee has engaged its
own independent compensation advisor to
provide information, analysis and other advice on
executive compensation independent of
management.
No Excise Tax Payments on Future Post-
Employment Compensation Arrangements. We
do not provide any excise tax reimbursement
payments (including “gross-ups”) with respect to
payments or benefits contingent upon a change
in control of our Company.
Annual Executive Compensation Review. Our
compensation committee conducts an annual
review of our compensation strategy, including a
review of our compensation peer group used for
comparative purposes.
Annual Compensation-Related Risk Assessment.
Our compensation committee reviews, on an
annual basis, our compensation-related risk
profile.
Stock Ownership Policy. We maintain a stock
ownership policy for our Chief Executive Officer,
our other named executive officers and the
non-employee members of our board of
directors.
No Hedging. We prohibit our employees,
including our executive officers, and the
non-employee members of our board of
directors from engaging in hedging transactions
or certain derivative transactions relating to our
securities.
No Pledging. We prohibit our executive officers
and the non-employee members of our board of
directors from holding our securities in a margin
account or pledging our securities as collateral
for a loan.
No Special Welfare or Health Benefits. We do
not provide our executive officers with any
special welfare or health benefit programs, other
than individual supplemental long-term
disability insurance, and participation on the
same basis as all of our full-time employees in
the employee programs that are standard in our
industry sector.
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Annual Say-on-Pay Vote on Executive Compensation
The compensation committee considered the results of the non-binding stockholder advisory vote on
the compensation of our named executive officers conducted at the June 18, 2019 Annual Meeting. As
reported in our current report on Form 8-K, filed with the SEC on June 21, 2019, approximately 94.5% of
the votes cast on the proposal expressed support for the compensation program offered to our named
executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, the
compensation committee made no changes to our executive compensation program as a result of the
Say-on-Pay Vote. Further, our board of directors has elected to conduct the Say-on-Pay Vote annually,
thereby giving our stockholders the opportunity to provide feedback on the compensation of our named
executive officers each year. We will be conducting our annual Say-on-Pay Vote as described in Proposal
No. 3 of this proxy statement at the 2020 Annual Meeting of Stockholders. Our board of directors and our
compensation committee will consider the outcome of the Say-on-Pay Vote, as well as feedback received
throughout the year, when making compensation decisions for our named executive officers in the future.
The next Say-on-Pay Vote will be held at the 2021 Annual Meeting of Stockholders.
Executive Compensation Philosophy
Our executive compensation program is guided by our overarching philosophy of paying for
demonstrable performance and aligning the compensation of our executive officers with the long-term
interests of our stockholders. Consistent with this philosophy, we have designed our executive
compensation program to achieve the following primary objectives:
• attract, motivate, incentivize and retain employees at the executive level who contribute to our long-
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term success;
• provide compensation packages to our executive officers that are competitive and reward the
achievement of our business objectives; and
• effectively align our executive officers’ interests with the interests of our stockholders by focusing on
long-term equity incentives that correlate with the growth of sustainable long-term value for our
stockholders.
Because we do not have a cash bonus program for our executive officers, generally, our compensation
committee has sought to set base salaries at the higher end of the competitive market range to provide
what it believes to be reasonable cash compensation levels and will serve to attract and retain our
executives. Further, our compensation committee tends to weight the target total direct compensation
opportunities of our executive officers more heavily towards equity compensation.
Oversight of Executive Compensation Program
Role of the Compensation Committee
Our compensation committee discharges many of the responsibilities of our board of directors
relating to the compensation of our executive officers, including our named executive officers, and the
non-employee members of our board of directors (as described further in “Board of Directors and
Corporate Governance—Non-Employee Director Compensation” above). Our compensation committee
has overall responsibility for overseeing our compensation structure, policies and programs generally, and
overseeing and evaluating the compensation plans, policies and practices applicable to our executive
officers. Our compensation committee also oversees the annual evaluation of our management for the
prior fiscal year and has the authority to retain, and has retained, an independent compensation consultant
to provide support to the committee in its review and assessment of our compensation programs.
Compensation-Setting Process
Our compensation committee determines the target total direct compensation opportunities for our
executive officers, including our named executive officers. Our compensation committee does not use a
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single method or measure in developing its recommendations, nor does it establish one specific target for
the total direct compensation opportunities of our executive officers. Rather, it retains flexibility to pay our
executive officers within certain ranges. Nonetheless, our compensation committee generally begins its
deliberations on cash and equity compensation levels with reference to various percentile levels for cash
compensation and target total direct compensation as reflected in competitive market data, with an
intended result of weighting compensation more heavily towards equity compensation.
When formulating its recommendations for the amount of each compensation element and approving
each compensation element and the target total direct compensation opportunity for our executive
officers, our compensation committee considers the following factors:
• our performance against the financial and operational objectives established by our compensation
committee and our board of directors;
• our financial performance relative to our compensation peer group;
• the compensation levels and practices of our compensation peer group;
• each individual executive officer’s skills, experience and qualifications relative to other similarly
situated executives at the companies in our compensation peer group;
• our desire to retain experienced and talented executives in a highly competitive market;
• the scope of each individual executive officer’s role compared to other similarly situated executives
at the companies in our compensation peer group;
• the performance of each individual executive officer, based on a subjective assessment of his or her
contributions to our overall performance, ability to lead his or her business unit or function and
ability to work as part of a team, all of which reflect our core values;
• compensation parity among our individual executive officers; and
• the recommendations provided by our Chief Executive Officer with respect to the compensation of
our other executive officers.
These factors provide the framework for compensation decision-making and final decisions regarding
the compensation opportunity for each executive officer. No single factor is determinative in setting pay
levels, nor was the impact of any factor on the determination of pay levels quantifiable. Our compensation
committee reviews the base salary levels and long-term incentive compensation opportunities of our
executive officers, including our named executive officers, each fiscal year at the beginning of the year, or
more frequently as warranted. Long-term incentive compensation is granted on a regularly-scheduled
basis, as described in “Other Compensation Policies and Practices—Equity Awards Grant Policy” below.
Role of Chief Executive Officer
In discharging its responsibilities, our compensation committee works with members of our
management, including our Chief Executive Officer. Our management assists our compensation
committee by providing information on corporate and individual performance, market compensation data
and management’s perspective on compensation matters. Our compensation committee solicits and
reviews our Chief Executive Officer’s recommendations and proposals with respect to adjustments to
annual cash compensation, long-term incentive compensation opportunities, program structures and other
compensation-related matters for our executive officers (other than with respect to his own
compensation).
Our compensation committee reviews and discusses these recommendations and proposals with our
Chief Executive Officer and considers them as one factor in determining the compensation for our
executive officers, including our other named executive officers. Our Chief Executive Officer recuses
himself from all determinations regarding his own compensation.
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Role of Compensation Consultant
Our compensation committee engages an external independent compensation consultant to assist it by
providing information, analysis and other advice relating to our executive compensation program and the
decisions resulting from its annual executive compensation review. For 2019, our compensation committee
engaged Compensia as its compensation consultant to advise on executive compensation matters, including
competitive market pay practices for our executive officers, the selection of our compensation peer group,
and data analysis. For 2019, the scope of Compensia’s engagement included:
• researching, developing, and reviewing our compensation peer group;
• reviewing and analyzing the compensation for our executive officers, including our named executive
officers;
• supporting the design and implementation of changes to our executive long-term incentive strategy;
• reviewing and providing input on the Compensation Discussion and Analysis section of our proxy
statement for our 2019 Annual Meeting of Stockholders;
• providing competitive market data and analysis to support the determination of the compensation
arrangements for a Chief People Officer;
• reviewing and analyzing the compensation of the non-employee members of our board of directors;
• reviewing short-term incentive compensation practices and considerations;
• reviewing peer group executive incentive compensation practices;
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• reviewing our executive compensation philosophy;
• conducting a compensation risk assessment; and
• supporting other ad hoc matters throughout the year.
The terms of Compensia’s engagement included reporting directly to our compensation committee
and to our compensation committee chair. Compensia also coordinated with our management for data
collection and job matching for our executive officers and provided data and analyses in connection with
the review of our equity strategy. In 2019, Compensia did not provide any other services to us. In March
2019, our compensation committee evaluated Compensia’s independence pursuant to the NYSE Listing
Standards and the relevant SEC rules and determined that no conflict of interest had arisen as a result of
the work performed by Compensia.
Competitive Positioning
For purposes of comparing our executive compensation against the competitive market, our
compensation committee reviews and considers the compensation levels and practices of a group of peer
companies. This compensation peer group consists of technology companies that are similar to us in terms
of industry, revenue and market capitalization.
Our compensation committee reviews our compensation peer group at least annually and makes
adjustments to its composition if warranted, taking into account changes in both our business and the
businesses of the companies in the peer group, and input from its compensation consultant. Accordingly,
the peer group that was used for comparative purposes for 2019 was approved in June 2018.
In developing the compensation peer group for 2019, the following criteria were evaluated in
identifying comparable companies:
• similar industry and competitive market for talent;
• within a range of 0.5x to 2.0x of our revenue; and
• within a range of 0.25x to 4.0x of our market capitalization.
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Based on the foregoing, the peer group that was approved in June 2018 consisted of the following
companies:
Box
Cornerstone OnDemand
Guidewire Software
HubSpot
LogMeIn
New Relic
Nutanix
Okta
Paycom Software
Paylocity Holding
Proofpoint
RingCentral
ServiceNow
Splunk
Tableau Software
Veeva Systems
Workday
Zendesk
In September 2019, the compensation committee reviewed our compensation peer group and, upon
the recommendation of its compensation consultant, added Arista Networks, Autodesk, DocuSign,
Dropbox, Palo Alto Networks, Shopify, Slack Technologies, VeriSign and Zoom Video Communications
to the compensation peer group and removed Box, Cornerstone OnDemand, LogMeIn, Nutanix and
Tableau Software. In developing this revised peer group for use in 2020, the following criteria were
evaluated in identifying comparable companies:
• similar industry and competitive market for talent;
• within a range of 0.5x to 2.0x of our revenue; and
• within a range of 0.25x to 4.0x of our market capitalization.
Our compensation committee uses data drawn from our compensation peer group, as well as data
from the Radford Global Technology executive compensation survey (the “Radford Survey”), to evaluate
the competitive market when formulating its recommendation for the total direct compensation packages
for our executive officers, including base salary and long-term incentive compensation opportunities. The
Radford Survey provides compensation market intelligence and is widely used within the technology
industry.
In addition, subsets of the Radford Survey were incorporated into the competitive assessment
prepared by Compensia and used by our compensation committee to evaluate the compensation of our
executive officers. Specifically, our compensation committee received a custom report of survey results
reflecting only companies from our compensation peer group in addition to survey results tailored solely
based on revenue. The Radford Survey data supplements the compensation peer group data and provides
additional information for our named executive officers and other vice president positions for which there
is less comparable public data available.
Individual Compensation Elements
In 2019, the principal elements of our executive compensation program, and the purposes for each
element, were as follows:
Element
Compensation Element
Objective
Base Salary . . . . . . . . . . . . Cash
Long-Term Incentives . . . Equity awards in the form of stock
options to purchase shares of our
Class A common stock and RSUs
that may be settled for shares of our
Class A common stock
Designed to attract and retain highly
talented executives by providing fixed
compensation amounts that are
competitive in the market and reward
performance.
Designed to align the interests of our
executive officers and our
stockholders by motivating them to
achieve long-term stockholder value
creation. Also designed to achieve
our retention objectives for our
executive officers.
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Base Salary
Base salary represents the fixed portion of the compensation of our executive officers, including our
named executive officers, and is an important element of compensation intended to attract and retain
highly talented individuals.
Using the competitive market data provided by its compensation consultant, our compensation
committee reviews and develops recommendations for adjusting the base salaries for each of our executive
officers, including our named executive officers, as part of its annual executive compensation review. In
addition, the base salaries of our executive officers may be adjusted by our compensation committee in the
event of a promotion or significant change in responsibilities.
Generally, our compensation committee sets base salaries with reference to various percentile levels
of the competitive range of our compensation peer group and applicable executive compensation survey
data. Since our initial public offering, we have evaluated the base salaries of our executive officers in the
context of establishing their total cash compensation at levels that are consistent with the target total cash
compensation of executive officers holding comparable positions at a public company.
In January 2019, consistent with the recommendation of our Chief Executive Officer, our
compensation committee determined to increase the base salaries of certain of our executive officers. In
making these decisions, our compensation committee considered the current risks and challenges facing
us, our decision to forego the adoption of an annual cash bonus program, its objective of gradually
positioning the target total cash compensation of our executive officers at levels that are more consistent
with those of a public company in our industry, as well as the factors described in “Oversight of Executive
Compensation Program—Compensation-Setting Process” above. In particular, our compensation
committee made an 11.8% adjustment in our General Counsel’s base salary to more closely align her
salary with market-based salary comparables provided by Compensia, the compensation committee’s
compensation consultant, that achieved our desired marketing positioning. We recognize that our Chief
Executive Officer’s base salary is significantly lower than the peer group median, despite his success in the
role and our willingness to pay him a market-based salary. However, at our Chief Executive Officer’s
request, and to weight more of his target total direct compensation to variable pay in the form of long-term
incentive compensation, our compensation committee determined to maintain his base salary at its 2018
level, which was lower than the peer group median at the time of the compensation review.
The base salaries of our named executive officers for 2019 were as follows:
Named Executive Officer
2018
Base Salary
2019
Base Salary(1)
Percentage
Adjustment
Mr. Lawson . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Shipchandler . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Hu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Chew(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ms. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$133,700
$550,000
$600,000
$
—
$415,000
$133,700
$567,000
$610,000
$420,000
$464,000
—%
3.1%
1.6%
—%
11.8%
(1) These annual base salary adjustments were effective as of January 1, 2019.
(2) Mr. Chew joined us as Chief Product Officer in January 2019 and his base salary was
established at that time.
The actual base salaries paid to our named executive officers in 2019 are set forth in the “Summary
Compensation Table” below.
Long-Term Incentive Compensation
We view long-term incentive compensation in the form of equity awards as a critical element of our
executive compensation program. The realized value of these equity awards bears a direct relationship to
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our stock price, and, therefore, these awards are an incentive for our executive officers, including our
named executive officers, to create value for our stockholders. Equity awards also help us retain qualified
executive officers in a competitive market.
Long-term incentive compensation opportunities in the form of equity awards are granted by our
compensation committee on a regularly-scheduled basis, as described in “Other Compensation Policies
and Practices—Equity Awards Grant Policy” below. The amount and forms of such equity awards are
determined by our compensation committee after considering the factors described in “Oversight of
Executive Compensation Program—Compensation-Setting Process” above. The amounts of the equity
awards are also intended to provide competitively-sized awards and resulting target total direct
compensation opportunities that are competitive with the compensation opportunities offered by the
companies in our compensation peer group and Radford Survey data for similar roles and positions for
each of our executive officers, taking into consideration the factors described in “Oversight of Executive
Compensation Program—Compensation- Setting Process” above.
In January 2019, our compensation committee determined that the equity awards to be granted to our
executive officers should be in the form of time-based stock options to purchase shares of our Class A
common stock and time-based RSUs that may be settled for shares of our Class A common stock. Our
compensation committee determined to grant equity awards in the form of 50% (by fair value) stock
options and 50% (by fair value) time-based RSUs. Stock options only have value if our stock price
appreciates above the exercise price thereof. Both stock options and RSUs have retention value over the
vesting period. In determining the size of the individual grants to our executive officers, our compensation
committee considered the factors described in “Oversight of Executive Compensation Program—
Compensation-Setting Process” above, with emphasis on our exceptional growth in size and revenue
during 2018. In addition, our compensation committee focused on the fact that many of our executive
officers are in high demand in the market due, in part, to our excellent performance in 2018. Therefore,
our compensation committee considered how best to retain our talent. In determining the size of the
equity grants made to our CEO, the compensation committee also factored in Mr. Lawson’s relatively low
base salary. After consideration of these factors, our compensation committee determined to grant equity
awards to our executive officers with a value above the market median and, in certain cases, close to the
75th percentile of our peer group range. Our compensation committee determined that the value of these
awards was appropriate and necessary to sufficiently reward exceptional performance, motivate our
executive officers for continued effort to create value for our stockholders and to help ensure retention in
a competitive market. Importantly, our compensation committee also determined to deviate from our
historic vesting schedules for executive awards to balance the magnitude of the awards, and also to
motivate long-term retention and team stability. Therefore, the stock options and RSUs granted to our
executive officers vest over four years in three installments, with no vesting until the second anniversary of
the vesting commencement date of December 31, 2018 and then in two additional annual installments on
the third and fourth anniversaries of such vesting commencement date, subject to the executive’s
continued employment with us.
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After considering the factors described in “Oversight of Executive Compensation Program—
Compensation-Setting Process” above, our compensation committee approved the following equity awards
for our then-existing named executive officers in 2019 as part of its annual executive compensation review:
Named Executive Officer
Jeff Lawson . . . . . . . . . . . . . . . . . .
Khozema Shipchandler . . . . . . . . .
George Hu . . . . . . . . . . . . . . . . . . .
Chee Chew . . . . . . . . . . . . . . . . . . .
Karyn Smith . . . . . . . . . . . . . . . . . .
Stock Options
to Purchase
Shares of
Class A
Common Stock
(number of shares)
110,697
—
73,798
—
27,060
Time-Based
RSUs
(number of shares)
50,942
—
33,961
—
12,453
Aggregate
Grant Date
Fair Value
($)
$11,739,539
—
7,826,322
—
$ 2,869,762
Mr. Shipchandler did not receive an annual equity grant in 2019 since he received equity awards in
connection with his commencement of employment with us in November 2018.
Mr. Chew also did not receive an annual equity grant in 2019. Instead, in connection with the
appointment of Mr. Chew as our Chief Product Officer in January 2019, he received equity awards as
described in the section titled “Executive Summary—Executive Compensation Highlights—Appointment
of new Chief Product Officer” above.
Stock Options
We believe that stock options provide a strong reward for growth in the market price of our common
stock as their entire value depends on future stock price appreciation, as well as a strong incentive for our
executive officers to remain employed with our Company as they require continued service to our
Company through the vesting period. In 2019, the stock options to purchase shares of our Class A common
stock that were granted by our compensation committee had a 10-year term. To balance retention and
incentive dynamics for the 2019 stock option grants, the vesting schedule for such grants were set as
follows: 33% of the shares subject to the stock option generally vest on each of the second and third
anniversaries of the “vesting commencement date” (December 31, 2018) and 34% of the shares subject to
the stock option vest on the fourth anniversary of the vesting commencement date, subject to continued
employment through each such vesting date. Stock options granted by our compensation committee to new
hires, including Mr. Chew, generally have a 10-year term and generally vest as to 25% of the shares subject
to the stock option on the first anniversary of the employment commencement date and 1/48th of the
shares subject to the stock option each month thereafter for the following three years, subject to continued
service through each such vesting date.
In 2017, we granted performance-based stock options to our Chief Operating Officer in connection
with his hiring, pursuant to arms’ length negotiations and our consideration, at his time of hire, of the
requisite experience and skills that a qualified Chief Operating Officer candidate for the Company would
need, as well as the competitive market for similar positions at other comparable companies. Such
performance-based stock options have been structured to align our Chief Operating Officer’s interests
with those of our stockholders, as the value of any amounts earned pursuant to such performance-based
stock options are directly tied to revenue over a long-term period (at least four years), with a portion
vesting over time as well to incentivize retention. To date, we have only granted performance-based stock
options to our Chief Operating Officer in connection with his hiring.
Time-Based RSUs
We believe time-based RSUs also provide a strong retention incentive for our executive officers,
provide a moderate reward for growth in the value of our common stock and, because they use fewer
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shares than stock options, are less dilutive to our stockholders. In 2019, similar to the stock option grants,
in order to balance retention and incentive dynamics for the time-based RSU grants that may be settled in
shares of our Class A common stock, the vesting schedule for such grants were set as follows: 33% of the
shares subject to the award generally vest on each of the second and third anniversaries of the “vesting
commencement date” (December 31, 2018) and 34% of the shares subject to the award vest on the fourth
anniversary of the vesting commencement date, subject to continued employment through each such
vesting date. Time-based RSUs that may be settled in shares of our Class A common stock that were
granted by our compensation committee to new hires, including Mr. Chew, generally vest as to 25% of the
shares subject to the award on the first anniversary of the first August 15, November 15, February 15 or
May 15 to occur following the employment commencement date and 1/16th of the shares subject to the
award each quarter thereafter for the following three years, subject to continued employment through
each such vesting date.
The equity awards granted to our named executive officers in 2019 are set forth in the “Summary
Compensation Table” and the “Grants of Plan-Based Awards Table” below.
Health and Welfare Benefits
Our executive officers, including our named executive officers, are eligible to receive the same
employee benefits that are generally available to all our full-time employees, subject to the satisfaction of
certain eligibility requirements. These benefits include our medical, dental and vision insurance and life
and disability insurance plans. In structuring these benefit plans, we seek to provide an aggregate level of
benefits that are comparable to those provided by similar companies.
In addition, we maintain a tax-qualified 401(k) retirement plan that provides eligible U.S. employees
with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer
eligible compensation subject to the applicable annual limits set forth in the Internal Revenue Code of
1986, as amended (the “Code”). In 2019, we matched 50% of the first 6% of contributions by plan
participants, subject to annual contribution limits set forth in the Code. We have the ability to make
discretionary contributions to the 401(k) plan but have not done so to date. The 401(k) plan is intended to
be qualified under Section 401(a) of the Code with the plan’s related trust intended to be tax exempt under
Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and
earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our
executive compensation program. Accordingly, we do not provide significant perquisites or other personal
benefits to our executive officers, including our named executive officers, except as generally made
available to our employees, or in situations where we believe it is appropriate to assist an individual in the
performance of his or her duties, to award long-standing service to us, to make our executive officers more
efficient and effective and for recruitment and retention purposes.
For example, in addition to the standard group plan available to all U.S. employees, we pay the
premiums for individual supplemental long-term disability insurance for employees who qualify for the
plan, including our executive officers and employees above a certain salary threshold. The additional
individual supplemental long-term disability insurance benefits we offer provide up to an additional $5,000
per month per individual and brings the total long-term disability insurance benefit for our executive
officers closer to the level of coverage offered to other employees who do not participate in the plan. We
terminated these plans for all participants effective July 1, 2019.
During 2019, none of our named executive officers received perquisites or other personal benefits that
were, in the aggregate, $10,000 or more for each individual, except our Chief Executive Officer, for whom
we paid his filing fee under HSR, as well as a tax gross-up related to such fee and related legal fees. We
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believe that reimbursing our Chief Executive Officer for the HSR filing fee and its related legal fees and
tax consequences was consistent with our decision to continue to compensate him almost entirely through
equity-compensation arrangements. Absent this regulatory filing, our Chief Executive Officer would not be
able to participate in our long-term incentive compensation program and, therefore, we determined that it
was appropriate for us to reimburse him for this filing fee and any related tax liabilities.
In the future, we may provide perquisites or other personal benefits in limited circumstances. All
future practices with respect to perquisites or other personal benefits will be approved and subject to
periodic review by our compensation committee.
Post-Employment Compensation Arrangements
We believe that having in place reasonable and competitive post-employment compensation
arrangements are essential to attracting and retaining highly qualified executive officers. We included
certain provisions for payments and benefits in the event of a termination of employment, including an
involuntary termination of employment in connection with a change in control of our Company, in the
initial employment offer letters and equity award agreements with certain of our named executive officers.
However, in connection with our initial public offering in 2016, we adopted an executive severance plan (as
amended and restated in June 2017, the “Amended and Restated Executive Severance Plan”) to provide
more standardized severance payments and benefits to our executive officers and to supersede and replace
the severance provisions in their employment offer letters or equity award agreements, if any, with
payments and benefits that are aligned with competitive market practices as reflected by our compensation
peer group. In March 2018, we divided our Amended and Restated Executive Severance Plan into three
separate plans which apply to our Chief Executive Officer (the “CEO Severance Plan”), our key executive
officers (the “Key Executive Severance Plan”, together with our CEO Severance Plan, the “Executive
Severance Plans“) and vice president-level employees (the “VP Severance Plan”). Our Chief Executive
Officer participates in the CEO Severance Plan and our other named executive officers participate in the
Key Executive Severance Plan.
The Executive Severance Plans, as discussed in more detail in “Potential Payments Upon Termination
or Change in Control—Executive Severance Plans” below are designed to help ensure the continued
service of key executive officers in the event of a potential acquisition, to provide reasonable compensation
to executive officers who leave our employ under specified circumstances and to align the interests of our
executive officers and our stockholders when considering our long-term future.
We believe that the severance payments and benefits provided to our executive officers under the
Executive Severance Plans (and for our Chief Operating Officer, the Key Executive Severance Plan and
his negotiated employment offer letter) are appropriate in light of the post-employment compensation
protections available to similarly-situated executive officers at companies in our compensation peer group
and are an important component of each executive officer’s overall compensation as they help us to attract
and retain our key executives who could have other job alternatives that may appear to them to be more
attractive absent these protections.
We also believe that the occurrence or potential occurrence of a change in control transaction will
create uncertainty regarding the continued employment of our executive officers. In order to encourage
them to remain employed with us during an important time when their prospects for continued
employment following the transaction are often uncertain, we provide our executive officers with the
opportunity to receive additional severance protections during a change in control protection period. In
addition, we provide additional payment and benefit protections if an executive officer voluntarily
terminates employment with us for good reason in connection with a change in control of our Company,
because we believe that a voluntary termination of employment for good reason is essentially equivalent to
an involuntary termination of employment by us without cause. The primary purpose of these
arrangements is to keep our most senior executive officers focused on pursuing potential corporate
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transactions that are in the best interests of our stockholders regardless of whether those transactions may
result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests
of both the executive officer and our stockholders.
To protect our Company’s interests, we require all participants of the Executive Severance Plans to
sign a standard form of release prior to receiving any severance payments or benefits under the applicable
plan.
In addition, except with respect to the equity awards granted to our Chief Operating Officer in
connection with his negotiated employment offer letter, under the Executive Severance Plans, all payments
and benefits provided in the event of a change in control of the Company are payable only if there is a
qualifying loss of employment by a named executive officer (commonly referred to as a “double-trigger”
arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-
trigger arrangement to protect against the loss of retention value following a change in control of the
Company and to avoid windfalls, both of which could occur if the vesting of equity awards accelerated
automatically as a result of the transaction.
As a result of arm’s length negotiations at the time of hire, a portion of our Chief Operating Officer’s
performance-based stock options vest automatically in the event of a change in control of our Company.
Specifically, if the conditions applicable to a performance-based stock option are satisfied, then the stock
option will immediately vest with respect to 50% of the shares subject thereto and will thereafter vest in
equal monthly installments over 24 months with respect to the remaining shares subject thereto, in each
case, subject to our Chief Operating Officer’s continued employment with us through each applicable
vesting date.
We do not provide excise tax payments (or “gross-ups”) relating to a change in control of our
Company and have no such obligations in place with respect to any of our named executive officers.
For detailed descriptions of the post-employment compensation arrangements we maintain with our
named executive officers, as well as an estimate of the potential payments and benefits payable to our
named executive officers under their post-employment compensation arrangements, see “Employment
Agreements or Offer Letters with Named Executive Officers” and “Potential Payments Upon Termination
or Change in Control” below.
Other Compensation Policies and Practices
Equity Awards Grant Policy
Under our Amended and Restated Equity Award Grant Policy, we generally grant equity awards on a
regularly scheduled basis to enhance the effectiveness of our internal control over our equity award grant
process and to alleviate several of the burdens related to accounting for such equity awards, as follows:
• Any grants of equity awards made in conjunction with the hiring of a new employee or the
promotion of an existing employee will be made, if at all, regularly (either monthly or quarterly)
and will be effective on the date such grant is approved by our board of directors or our
compensation committee or such future date as is approved by our board of directors or our
compensation committee. In no event will the effective date of an equity award made in conjunction
with the hiring of a new employee precede the first date of employment.
• Any grants of equity awards to existing employees (other than in connection with a promotion) will
generally be made, if at all, on an annual or quarterly basis. Any such annual or quarterly grant will
be effective on the date on which such grant is approved or such future date as is approved by our
board of directors or our compensation committee.
42
• All equity awards will be priced on the effective date of the award. The exercise price of all stock
options will be equal to the closing market price on The New York Stock Exchange of one share of
our Class A common stock on the effective date of grant, or, if no closing price is reported for such
date, the closing price on the next immediately following date for which a closing price is reported.
If the grant of restricted stock or of RSUs is denominated in dollars, the number of shares of
restricted stock or RSUs that are granted will generally be calculated by dividing the dollar value of
the approved award by the average closing market price on The New York Stock Exchange of one
share of our Class A common stock over the trailing 30-day period ending (i) five business days
immediately prior to the effective date of grant for grants made pursuant to offer letters or award
letters issued April 1, 2019 or later or (ii) on the last day of the month immediately prior to the
month of the grant date for grants made pursuant to offer letters or award letters issued prior to
April 1, 2019, with such total number of shares to be granted per recipient rounded up to the
nearest whole share.
• Our board of directors or our compensation committee may delegate to a committee comprised of
at least two of our executive officers all or part of the authority with respect to the granting of
certain equity awards to employees (other than to such delegates), subject to certain limitations and
requirements. Our board of directors and compensation committee have currently delegated
authority to a subcommittee consisting of our Chief Financial Officer and General Counsel to
grant, without any further action required by the compensation committee, equity awards to
employees who are not officers or vice presidents. The purpose of this delegation of authority is to
enhance the flexibility of equity award administration and to facilitate the timely grant of equity
awards to non-management employees, particularly new employees, within specified limits
approved from time to time by the compensation committee. As part of its oversight function, the
compensation committee will review the list of grants made by the subcommittee at each regularly
scheduled in-person meeting. During 2019, this subcommittee did not exercise its authority to grant
any equity awards to non-officer or vice president-level employees.
Policy Prohibiting Hedging and Pledging of Equity Securities
Our Amended and Restated Insider Trading Policy prohibits our employees, including our executive
officers, and the non-employee members of our board of directors from engaging in any short sale and
from buying or selling puts, calls, other derivative securities or any derivative securities that provide the
economic equivalent of ownership of any of our Company’s securities or an opportunity, direct or indirect,
to profit from any change in the value of our securities or engage in any other hedging transaction with
respect to our securities, at any time. In addition, our Insider Trading Policy prohibits our employees,
including our executive officers, and the non-employee members of our board of directors from using our
securities as collateral in a margin account or from pledging our securities as collateral for a loan.
Stock Ownership Policy
To further align the interests of our executive officers with those of our stockholders and to promote a
long-term perspective in managing our Company, in April 2018, we adopted a stock ownership policy for
our Chief Executive Officer and executive officers subject to Section 16 of the Exchange Act (“Section 16
Officers”), including each of our named executive officers. Our stock ownership policy requires each
named executive officer to acquire and hold the lesser of (i) a number of shares of our common stock
equal in value to a multiple of such named executive officer’s annual base salary or (ii) 48,500 shares of our
common stock for our Chief Executive Officer and 15,500 shares of our common stock for our other
named executive officers, in each case, until he or she ceases to be our Chief Executive Officer or a
Section 16 Officer, as applicable. The multiple for our Chief Executive Officer is four times his annual base
salary and the multiple for our other named executive officers is one times his or her annual base salary.
For purposes of our stock ownership policy, we only count directly and beneficially owned shares, including
shares purchased through our ESPP or 401(k) Plan, if applicable, shares underlying vested RSUs that are
43
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held or deferred and shares underlying vested and unexercised in-the-money stock options. Each named
executive officer has three years from the later of his or her designation as our Chief Executive Officer or
Section 16 Officer, as applicable, or from the effective date of the policy to obtain the required ownership
level.
Compensation Recovery Policy
We intend to adopt a compensation recovery (“clawback”) policy once the SEC adopts final rules
implementing the requirement of Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. In deciding to wait to adopt such a policy, our compensation committee considered the
facts that we currently do not have a performance-based cash incentive plan for our executives and our
only outstanding performance-based equity incentive awards are those granted to our Chief Operating
Officer in 2017.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Code (“Section 162(m)”) disallows a federal income tax deduction
for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified
executive officers. For taxable years beginning before January 1, 2018 (i) these executive officers consisted
of a public corporation’s chief executive officer and up to three other executive officers (other than the
chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange
Act because they are our most highly-compensated executive officers and (ii) qualifying “performance-
based compensation” was not subject to this deduction limit if specified requirements are met.
Pursuant to the Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017 (the
“Tax Act”), for taxable years beginning after December 31, 2017, the remuneration of a public
corporation’s chief financial officer is also subject to the deduction limit. In addition, subject to certain
transition rules (which apply to remuneration provided pursuant to written binding contracts which were in
effect on November 2, 2017 and which are not subsequently modified in any material respect), for taxable
years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based
compensation” is no longer available. In addition, under the Tax Act, once an executive becomes a
“covered employee” under Section 162(m), the individual will continue to be a “covered employee” as long
as he or she remains employed by the company. Consequently, for fiscal years beginning after
December 31, 2017, all remuneration in excess of $1 million paid to a covered executive will not be
deductible unless it qualifies for transitional relief applicable to certain binding, written performance-
based compensation arrangements that were in place as November 2, 2017 or transitional relief applicable
to certain newly public companies. These changes will cause more of our compensation to be
non-deductible under Section 162(m) in the future and will eliminate the Company’s ability to structure
performance-based awards to be exempt from Section 162(m).
In designing our executive compensation program and determining the compensation of our executive
officers, including our named executive officers, our compensation committee considers a variety of
factors, including the potential impact of the Section 162(m) deduction limit. While our compensation
committee is mindful of the benefit of the full deductibility of compensation, it believes that we should not
be constrained by the requirements of Section 162(m) where those requirements would impair our
flexibility in compensating our executive officers in a manner that can best promote our corporate
objectives. Therefore, our compensation committee has not adopted a policy that would require that all
compensation be deductible, though it does consider the deductibility of compensation when making
compensation decisions. Our compensation committee may authorize compensation payments that are not
fully tax deductible if it believes that such payments are appropriate to attract and retain executive talent
or meet other business objectives.
44
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant
equity interests and certain other service providers may be subject to significant additional taxes if they
receive payments or benefits in connection with a change in control of the Company that exceeds certain
prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to
this additional tax. We have not agreed to provide any executive officer, including any named executive
officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer
might owe as a result of the application of Sections 280G or 4999 of the Code.
Section 409A of the Internal Revenue Code
Section 409A of the Code imposes additional significant taxes in the event that an executive officer,
director or service provider receives “deferred compensation” that does not satisfy the requirements of
Section 409A of the Code. Although we do not maintain a traditional nonqualified deferred compensation
plan for our executive officers, Section 409A of the Code does apply to certain severance arrangements,
bonus arrangements and equity awards, and we have structured all such arrangements and awards in a
manner to either avoid or comply with the applicable requirements of Section 409A of the Code. For our
non-employee directors, we provide a Non-Employee Directors’ Deferred Compensation Program, which
has been structured to comply with the applicable requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718
(“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to
measure the compensation expense for all share-based payment awards made to our employees and
non-employee members of our board of directors, including options to purchase shares of our common
stock and other stock awards, based on the grant date “fair value” of these awards. This cost is recognized
as an expense following the straight-line attribution method over the requisite service period. This
calculation is performed for accounting purposes and reported in the executive compensation tables
required by the federal securities laws, even though the recipient of the awards may never realize any value
from such awards.
Compensation Risk Assessment
In consultation with management and Compensia, our compensation committee’s independent
compensation consultant, in March 2020, our compensation committee assessed our compensation plans,
policies and practices for named executive officers and other employees and concluded that they do not
create risks that are reasonably likely to have a material adverse effect on us. This risk assessment
included, among other things, a review of our cash and equity incentive-based compensation plans to
ensure that they are aligned with our performance goals and overall target total direct compensation to
ensure an appropriate balance between fixed and variable pay components. Our compensation committee
conducts this assessment annually.
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Summary Compensation Table
The following table provides information regarding the total compensation, for services rendered in
all capacities, that was paid to or earned by our named executive officers during the fiscal years ended
December 31, 2017, 2018 and 2019.
Name and principal position
Salary
($)
Bonus
($)
Year
Stock
awards
($)(1)
Option
awards
($)(2)
Jeff Lawson . . . . . . . . . . . . . . . . . . . . 2019 133,700
2018 131,129
2017 133,700
Chief Executive Officer and
Chairperson
— 5,670,863
— 3,360,253
— 2,789,181
6,068,675
3,102,615
2,499,093
Khozema Shipchandler(6)
Chief Financial Officer
. . . . . . . . . 2019 567,000
78,269
2018
—
—
— 8,497,118
—
5,694,608
George Hu . . . . . . . . . . . . . . . . . . . . . 2019 610,000
2018 588,462
2017 502,308
Chief Operating Officer
4,045,783
— 3,780,539
— 4,766,442
1,466,263
— 3,172,000 17,691,850
Chee Chew(7)
. . . . . . . . . . . . . . . . . . . 2019 395,769
— 9,445,072 13,787,047
Chief Product Officer
Karyn Smith . . . . . . . . . . . . . . . . . . . . 2019 464,000
— 1,386,268
— 1,016,345
2018 407,020
2017 400,000 125,000(8) 1,004,087
General Counsel
1,483,494
938,409
899,667
Non-
equity
incentive
compensation
($)
All other
compensation
($)
Total
($)
—
—
—
—
—
—
—
—
—
—
—
—
419,338(3) 12,292,576
6,597,956
5,626,401
3,959(4)
204,427(5)
574,000
7,000(3)
2,500(4) 14,272,495
8,444,018
7,696(3)
6,825,058
3,891(4)
29,143(5) 21,395,301
7,000(3) 23,634,888
8,776(3)
4,416(4)
4,716(5)
3,342,538
2,366,190
2,433,470
(1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs awarded to the named
executive officers in the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019, as
applicable, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into
account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining
such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on
Form 10-K filed with the SEC on March 2, 2020. The amounts reported in this column reflect the accounting cost for the
RSUs and do not correspond to the actual economic value that may be received by the named executive officers upon
the vesting or settlement of the RSUs.
(2) The amounts reported in this column represent the aggregate grant date fair value of the stock options awarded to the
named executive officer in the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019, as
applicable, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into
account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining
such amounts are described in the Notes to our Consolidated Financial Statements included our Annual Report on
Form 10-K filed with the SEC on March 2, 2020. The amounts reported in this column reflect the accounting cost for
these stock options and do not correspond to the actual economic value that may be received by the named executive
officers upon exercise of the stock options or sale of the shares of common stock underlying such stock options. The
amount reported for Mr. Hu for 2017 includes the aggregate grant date fair value of his performance-based stock
options, which was $5,947,750, based upon the probable outcome of the applicable performance conditions, which was
determined to be the maximum performance outcome.
(3) For Mr. Lawson, consists of a reimbursement from the Company for a $280,000 filing fee incurred under HSR related to
Mr. Lawson’s stock ownership, $6,723 and $128,517, respectively, for the related legal fees and tax gross-up, $730 for
supplemental long-term disability insurance premiums, as well as $3,368 for our Company’s matching contributions to his
401(k) account in 2019. For Mr. Shipchandler, consists of $7,000 for our Company’s matching contributions to his 401(k)
account in 2019. For Mr. Hu, consists of $696 for supplemental long-term disability insurance premiums, as well as
$7,000 for our Company’s matching contributions to his 401(k) account in 2019. For Mr. Chew, consists of $7,000 for our
Company’s matching contributions to his 401(k) account in 2019. For Ms. Smith, consists of $958 for supplemental long-
term disability insurance premiums, as well as $7,818 for our Company’s matching contributions to her 401(k) account in
2019.
(4) For Mr. Lawson, consists of $1,459 for supplemental long-term disability insurance premiums, as well as $2,500 for our
Company’s matching contributions to his 401(k) account in 2018. For Mr. Shipchandler, consists of $2,500 for our
Company’s matching contributions to his 401(k) account. For Mr. Hu, consists of $1,391 for supplemental long-term
46
disability insurance premiums, as well as $2,500 for our Company’s matching contributions to his 401(k) account in 2018.
For Ms. Smith, consists of $1,916 for supplemental long-term disability insurance premiums, as well as $2,500 for our
Company’s matching contributions to her 401(k) account in 2018.
(5) For Mr. Lawson, consists of a reimbursement from the Company for a $125,000 filing fee incurred under HSR related to
Mr. Lawson’s stock ownership and $75,256 for the related tax gross-up, $1,670 for supplemental long-term disability
insurance premiums, as well as $2,500 for our Company’s matching contributions to his 401(k) account in 2017. For
Mr. Hu, consists of a reimbursement from our Company for $25,000 for legal fees incurred in connection with the
negotiation of his employment offer letter, $1,643 for supplemental long-term disability insurance premiums, as well as
$2,500 for our Company’s matching contributions to his 401(k) account in 2017. For Ms. Smith, consists of $2,500 for our
Company’s matching contributions to her 401(k) account in 2017 as well as $2,216 for supplemental long-term disability
insurance premiums in 2017.
(6) Mr. Shipchandler was appointed as our Chief Financial Officer on November 12, 2018 and was therefore not a named
executive officer for 2017. Mr. Shipchandler’s 2018 base salary was pro-rated to his employment start date.
(7) Mr. Chew was appointed as our Chief Product Officer on January 14, 2019 and was therefore not a named executive
officer for 2018 and 2017. Mr. Chew’s 2019 base salary was pro-rated to his employment start date.
(8) In June 2017, Ms. Smith received a special, one-time cash bonus in recognition of her services and contributions to us as
our interim Chief People Officer during the period between May 2016 to June 2017.
Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to all plan-based awards granted to our
named executive officers during the fiscal year ended December 31, 2019.
Name
Type of Award
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Estimated Future Payouts
Under Equity Incentive Plan
Awards(1)
Time-Based RSUs
Khozema Shipchandler(4) . . . . . Time-Based Stock Option
Jeff Lawson . . . . . . . . . . . . . . . . Time-Based Stock Option 1/31/2019
1/31/2019
—
—
George Hu . . . . . . . . . . . . . . . . . Time-Based Stock Option 1/31/2019
1/31/2019
Chee Chew(5) . . . . . . . . . . . . . . . Time-Based Stock Option 2/20/2019
2/20/2019
Karyn Smith . . . . . . . . . . . . . . . . Time-Based Stock Option 1/31/2019
1/31/2019
Time-Based RSUs
Time-Based RSUs
Time-Based RSUs
Time-Based RSUs
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/sh)
Grant Date
Fair Value
of Stock and
Option
Awards
($)(1)
—
50,942(3)
—
—
—
33,961(3)
—
81,213(3)
—
12,453(3)
110,697(2)
—
—
—
73,798(2)
—
241,066(2)
—
27,060(2)
—
111.32
—
—
—
111.32
—
116.30
—
111.32
—
6,068,675
5,670,863
—
—
4,045,783
3,780,539
13,787,047
9,445,072
1,483,494
1,386,268
(1)
The amounts reported in this column represent the aggregate grant date fair value of the RSUs and stock options, as applicable, granted to the
named executive officer in the fiscal year ended December 31, 2019, calculated in accordance with FASB ASC Topic 718. Such aggregate grant
date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in
determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K
filed with the SEC on March 2, 2020. The amounts reported in this column reflect the accounting cost for these RSUs and stock options, as
applicable, and do not correspond to the actual economic value that may be received by the named executive officers upon the vesting or
settlement of the RSUs or the exercise of the stock options or sale of the shares of common stock underlying such stock options, as applicable.
(2)
The stock options are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table”
below.
(3)
The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below.
(4) Mr. Shipchandler did not receive an annual equity award in 2019 since he was granted equity awards in connection with his commencement of
employment with us in November 2018.
(5) Mr. Chew was appointed as our Chief Product Officer on January 14, 2019 and received new hire equity awards in connection with his
commencement of employment with us.
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Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth information regarding outstanding equity awards held by our named
executive officers as of December 31, 2019. Except as described below, all stock options and RSUs are
subject to certain vesting acceleration provisions as provided in the applicable Executive Severance Plan
(and for our Chief Operating Officer, in such plan as well as his employment offer letter).
Option Awards(1)(2)
Stock Awards(1)(2)
Name
Jeff Lawson . . . . . . . . . . . . . . . .
Chief Executive Officer and
Chairperson
Khozema Shipchandler(10)
Chief Financial Officer
. . . .
George Hu . . . . . . . . . . . . . . . . .
Chief Operating Officer
Chee Chew . . . . . . . . . . . . . . . . .
Chief Product Officer
Karyn Smith . . . . . . . . . . . . . . . .
General Counsel
Number of
securities
underlying
unexercised
options (#)
exercisable
Number of
securities
underlying
unexercised
options (#)
unexercisable
Equity
incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options (#)
Option
exercise
price ($)(3)
316,667(5)
119,502
93,311
—
—
—
—
—
43,333
—
423,900
427,812
44,098
—
—
—
—
—
—
—
16,543(20)
10,957(5)
—
—
—
—
—
—
—
—
44,388(6)
110,278(7)
110,697(8)
—
—
—
—
116,667(13)
—
262,500(15)
127,188(16)
52,116(7)
73,798(8)
—
—
—
—
241,066(18)
—
—
—
15,980(6)
33,355(7)
27,060(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10.09
31.96
33.01
111.32
—
—
—
—
76.63
—
31.72
31.72
33.01
111.32
—
—
—
—
116.30
—
4.73
10.09
31.96
33.01
111.32
—
—
—
—
Grant
date
12/31/2015
2/10/2017
2/20/2018
1/31/2019
2/4/2016
2/10/2017
2/20/2018
1/31/2019
11/01/2018
11/01/2018
2/28/2017
2/28/2017
2/20/2018
1/31/2019
2/28/2017
2/20/2018
2/21/2018
1/31/2019
2/20/2019
2/20/2019
10/29/2014
12/31/2015
2/10/2017
2/20/2018
1/31/2019
2/4/2016
2/10/2017
2/20/2018
1/31/2019
Number of
shares or
units of
stock that
have not
vested (#)
Market
value of
shares or
units of
stock that
have not
vested ($)(4)
—
—
—
—
11,875(9)
25,457(10)
57,260(11)
50,942(12)
—
83,163(14)
—
—
—
—
31,250(17)
54,121(11)
27,061(11)
33,961(12)
—
81,213(19)
—
—
—
—
—
1,880(9)
9,165(10)
17,319(11)
12,453(12)
—
—
—
—
$1,167,075
$2,501,914
$5,627,513
$5,006,580
—
$8,173,260
—
—
—
—
$3,071,250
$5,319,012
$2,659,555
$3,337,687
—
$7,981,614
—
—
—
—
—
$ 184,766
$ 900,736
$1,702,111
$1,223,881
Option
expiration
date
12/30/2025
2/9/2027
2/19/2028
1/30/2029
—
—
—
—
10/31/2028
—
2/27/2027
2/27/2024
2/19/2028
1/30/2029
—
—
—
—
2/19/2029
—
10/28/2024
12/30/2025
2/9/2027
2/19/2028
1/30/2029
—
—
—
—
(1)
Equity awards granted prior to June 21, 2016 were granted pursuant to our 2008 Stock Option Plan (as amended and restated, the “2008 Plan”).
Each stock option under the 2008 Plan is immediately exercisable. To the extent a named executive officer exercises his or her 2008 Plan stock
options prior to vesting, the shares of our common stock that he or she will receive will be unvested and subject to the Company’s right of
repurchase, which will lapse in accordance with the original vesting schedule of the stock option. No named executive officer has early exercised
his or her stock options. Equity awards granted on or after June 21, 2016 were granted pursuant to our 2016 Stock Option and Incentive Plan (as
amended from time to time, the “2016 Plan”).
(2) Unless otherwise described in the footnotes below, the vesting of each equity award on a vesting date is subject to the applicable named executive
officer’s continued service to (if granted under the 2008 Plan) or continued employment with (if granted under the 2016 Plan) the Company
through such vesting date.
(3)
(4)
(5)
(6)
(7)
(8)
This column represents the fair market value of a share of our common stock on the date of the grant, as determined by the administrator of our
2008 Plan or 2016 Plan, as applicable.
This column represents the aggregate fair market value of the shares underlying the RSUs as of December 31, 2019, based on the closing price of
our Class A common stock, as reported on The New York Stock Exchange, of $98.28 per share on December 31, 2019. These values assume that
the fair market value of the Class B common stock underlying certain of the RSUs, which is not listed or approved for trading on or with any
securities exchange or association, is equal to the fair market value of our Class A common stock.
The option has fully vested.
The shares subject to the stock option vest as follows: 1/4th of the shares vested on January 1, 2018 and 1/48th of the shares vest monthly
thereafter.
The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the
option vest in equal monthly installments over the following four years.
The shares subject to the stock option vest as follows: 33% of the shares subject to the stock option vest on December 31, 2020, 33% of the shares
subject to the stock option vest on December 31, 2021 and 34% of the shares subject to the stock option vest on December 31, 2022.
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(9)
The RSUs vest in 16 equal quarterly installments following January 15, 2016.
(10) The RSUs vest as follows: 13/48 of the RSUs vested on February 15, 2018, after which 1/16 of the RSUs vest quarterly for the next 11 quarters,
with 1/24 of the RSUs vesting in the next quarter thereafter.
(11) The RSUs vest as follows: 1/16th of the RSUs vested on May 15, 2018 and 1/16 of the RSUs vest quarterly for the next 15 quarters on August 15,
November 15, February 15 and May 15, as applicable.
(12) The RSUs vest as follows: 33% of the RSUs shall vest on December 31, 2020, 33% of the RSUs shall vest on December 31, 2021 and 34% of the
RSUs shall vest on December 31, 2022.
(13) The shares subject to the stock option vest as follows: 25% of the shares subject to the stock option vested on November 1, 2019, and the
remaining shares subject to the stock option vest in equal monthly installments over the following three years.
(14) The RSUs vest as follows: 25% of the RSUs vested on November 15, 2019 and the remaining RSUs vest in equal quarterly installments over the
following three years, in each case on February 15, May 15, August 15 and November 15, as applicable.
(15) The shares subject to the stock option vest as follows: 25% of the shares vested on February 28, 2018 and the remaining shares vest in equal
monthly installments over the following three years.
(16) Consists of three performance-based stock options, each to purchase 185,000 shares of our Class A common stock. As of December 31, 2019,
Mr. Hu had satisfied all three pre-established performance-based target levels tied to the Company’s revenue by the specified dates and 50% of
the shares subject to each stock option were vested. The remaining 50% of the share subject to each stock option vest thereafter in 24 equal
monthly installments.
(17) The RSUs vest as follows: 25% of the RSUs vested on February 28, 2018 and the remaining RSUs vest in equal quarterly installments over the
following three years, in each case on May 15, August 15, November 15 and February 15, as applicable.
(18) The stock option vests as follows: 25% of the shares subject to the option vest on January 14, 2020 and the remaining shares subject to the option
vest in equal monthly installments over the following three years.
(19) The RSUs vest as follows: 13/48 of the RSUs vest on February 15, 2020, after which 1/16th of the RSUs vest quarterly for the next 11 quarters, with
1/24th of the RSUs vesting in the next quarter thereafter.
(20) The option has fully vested.
Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, the shares of our common
stock that were acquired upon the exercise of stock options and vesting of RSUs and the related value
realized during the fiscal year ending December 31, 2019.
Name
Jeff Lawson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Khozema Shipchandler . . . . . . . . . . . . . . . . . . . . . . . . . . . .
George Hu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chee Chew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Karyn Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option Awards
Stock Awards
Number of
Shares
Acquired
on Exercise
(#)
—
—
25,600
—
227,588
Value
Realized on
Exercise
($)(1)(2)
Number of
Shares
Acquired on
Vesting
(#)
— 94,767
— 27,722
61,079
—
23,068
1,858,018
—
25,234,207
Value
Realized on
Vesting
($)(1)(3)
11,176,374
2,719,805
7,042,596
—
2,699,252
(1) These values assume that the fair market value of the Class B common stock underlying certain of the stock options and RSUs, which is not listed or
approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of
Class B common stock is convertible into one share of Class A Common Stock at any time at the option of the holder or upon certain transfers of
such shares.
(2) The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our
Class A common stock or Class B common stock (which is assumed to be equal to our Class A common stock as described in footnote (1) above), as
applicable, exercised on the date of exercise and the aggregate exercise price of the stock option.
(3) The aggregate value realized upon the vesting and settlement of the RSUs represents the aggregate market price of the shares of our Class A
common stock or Class B common stock (which is assumed to be equal to our Class A common stock as described in footnote (1) above), as
applicable, that vested on the date of settlement.
Employment Agreements or Offer Letters with Named Executive Officers
Prior to our initial public offering, we initially entered into employment offer letters with each of our
named executive officers, except for our Chief Executive Officer, in connection with his or her
employment with us, which set forth the terms and conditions of employment of each individual, including
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his or her initial base salary, initial target annual bonus opportunity and standard employee benefit plan
participation. In addition, these employment offer letters provided for certain payments and benefits in the
event of an involuntary termination of employment following a change in control of the Company. In
connection with our initial public offering, we adopted an executive severance plan, which was
subsequently amended and restated and divided into three separate plans (i.e., the Executive Severance
Plans and the VP Severance Plan), in order to provide more standardized severance benefits to our named
executive officers and to supersede and replace any existing severance arrangements with payments and
benefits that were aligned with our peer group practices. For named executive officers hired after our
initial public offering, we did not provide for any severance or change in control payments or benefits in
their employment offer letters (except for limited vesting acceleration provisions in our Chief Operating
Officer’s employment offer letter). Each of our named executive officers, including our Chief Executive
Officer and Chief Operating Officer, is a participant in the applicable Executive Severance Plan, as further
described below. The Executive Severance Plans provide for certain payments and benefits in the event of
a termination of employment, including an involuntary termination of employment in connection with a
change in control of the Company, and replaced the severance provisions in our named executive officers’
employment offer letters and award agreements, if any, entered into prior to our initial public offering.
Jeff Lawson
We have not entered into an employment offer letter or employment agreement with Mr. Lawson.
Khozema Shipchandler
On August 20, 2018, we entered into an employment offer letter with Mr. Shipchandler, who currently
serves as our Chief Financial Officer. The employment offer letter provided for Mr. Shipchandler’s
“at-will” employment and set forth his initial annual base salary and an initial stock option and RSU grant,
as well as his eligibility to participate in our benefit plans generally. Mr. Shipchandler is subject to our
standard employment, confidential information, invention assignment and arbitration agreement.
George Hu
On February 28, 2017, we entered into an employment offer letter with Mr. Hu, who currently serves
as our Chief Operating Officer. The employment offer letter provided for Mr. Hu’s “at-will” employment
and set forth his initial annual base salary and initial stock option and RSU grants, as well as his eligibility
to participate in our benefit plans generally. Mr. Hu is subject to our standard employment, confidential
information, invention assignment and arbitration agreement.
Chee Chew
On November 9, 2018, we entered into an employment offer letter with Mr. Chew, who currently
serves as our Chief Product Officer. The employment offer letter provided for Mr. Chew’s “at-will”
employment and set forth his initial annual base salary, and an initial RSU and option grant, as well as his
eligibility to participate in our benefit plans generally. Mr. Chew is subject to our standard employment,
confidential information, invention assignment and arbitration agreement.
Karyn Smith
On July 30, 2014, we entered into an employment offer letter with Ms. Smith, who currently serves as
our General Counsel. The employment offer letter provided for Ms. Smith’s “at-will” employment and set
forth her initial annual base salary, target annual cash bonus opportunity and an initial option grant, as
well as her eligibility to participate in our benefit plans generally. Ms. Smith is subject to our standard
employment, confidential information, invention assignment and arbitration agreement.
50
Potential Payments Upon Termination or Change in Control
Executive Severance Plans
Our Executive Severance Plans provide that upon a termination of employment by us for any reason
other than for “cause” (as defined in the applicable Executive Severance Plan except that for our Chief
Operating Officer, “cause” will be as defined in his employment offer letter), death or disability outside of
the change in control period (i.e., the period beginning three months prior to and ending 12 months after, a
“change in control,” as defined in the applicable Executive Severance Plan), an eligible participant will be
entitled to receive, subject to the execution and delivery of an effective release of claims in our favor, (i) a
lump sum cash payment equal to nine months of base salary for our Chief Executive Officer, and six months
of base salary for our other named executive officers, and (ii) a monthly cash payment for up to nine months
for our Chief Executive Officer and up to six months for our other named executive officers equal to the
monthly contribution we would have made to provide health insurance to the named executive officer if he or
she had remained employed by us. Pursuant to the CEO Severance Plan, our Chief Executive Officer is also
entitled to such benefits upon a resignation of employment for “good reason” (as defined in the CEO
Severance Plan) outside of the change in control period. In addition, upon a (i) termination of employment
by us other than due to cause, death or disability or (ii) a resignation of employment for “good reason”, in
each case, outside of the change in control period, our Chief Executive Officer will be entitled to 12 months
of acceleration of vesting for outstanding and unvested time-based equity awards.
The Executive Severance Plans also provide that upon a (i) termination of employment by us other
than due to cause, death or disability or (ii) a resignation of employment for “good reason” (as defined in
the Executive Severance Plans except that for our Chief Operating Officer, “good reason” will be as
defined in his employment offer letter), in each case, within the change in control period, an eligible
participant will be entitled to receive, in lieu of the payments and benefits above and subject to the
execution and delivery of an effective release of claims in our favor, (1) a lump sum cash payment equal to
18 months of base salary for our Chief Executive Officer and 12 months of base salary for our other named
executive officers, (2) a monthly cash payment for up to 18 months for our Chief Executive Officer and up
to 12 months for our other named executive officers equal to the monthly contribution we would have
made to provide health insurance to the named executive officer if he or she had remained employed by
us, and (3) full accelerated vesting of all outstanding and unvested equity awards held by our named
executive officers; provided, that the performance conditions applicable to any stock-based awards subject
to performance conditions will be deemed satisfied at the target level specified in the terms of the
applicable award agreement.
The payments and benefits provided under the Executive Severance Plans in connection with a
change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of
the Code. These payments and benefits may also subject an eligible participant, including the named
executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to
an eligible participant in connection with a change in control would be subject to the excise tax imposed
under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would
result in a higher net after-tax benefit to him or her.
Other Change in Control and Severance Arrangements
The following table presents information concerning estimated payments and benefits that would be
provided in the circumstances described above for each of the named executive officers serving as of the
end of the fiscal year ending December 31, 2019. The payments and benefits set forth below are estimated
assuming that the termination or change in control event occurred on the last business day of our fiscal
year ending December 31, 2019 using the closing market price of our stock on that date. Actual payments
and benefits could be different if such events were to occur on any other date or at any other price or if any
other assumptions are used to estimate potential payments and benefits.
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Qualifying Termination Not in Connection
with a Change in Control(1)
Qualifying Termination in Connection
with a Change in Control(2)
Name
Cash
Severance
($)
Continued
Benefits
($)
Equity
Acceleration
($)(3)
Total
($)
Cash
Severance
($)
Continued
Benefits
($)
Equity
Acceleration
($)(3)(4)
Jeff Lawson . . . . . . . . . . . .
Khozema Shipchandler . . .
George Hu . . . . . . . . . . . . .
Chee Chew . . . . . . . . . . . . .
Karyn Smith . . . . . . . . . . . .
100,275(5)
283,500(10)
305,000(10)
210,000(10)
232,000(10)
13,881(6)
660(11)
9,254(11)
9,254(11)
5,178(11)
14,218,847(7) 14,333,003
284,160
314,254
219,254
237,178
—
—
—
—
200,550(8)
567,000(12)
610,000(12)
420,000(12)
464,000(12)
27,761(9)
1,320(13)
18,508(13)
18,508(13)
10,355(13)
25,142,939
10,699,100
43,726,749
7,981,614
7,358,959
Total
($)
25,371,250
11,267,420
44,355,257
8,420,122
7,833,314
(1) A “qualifying termination” means a termination other than due to cause, death or disability (or a resignation for good reason, for
Mr. Lawson) and “not in connection with a change in control” means outside of the change in control period.
(2) A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason and
“in connection with a change in control” means within the change in control period. Assumes that in connection with the change
in control, outstanding equity awards are assumed, substituted or continued by the successor entity.
(3) Represents the market value of the shares underlying the stock options and RSUs as of December 31, 2019, based on the closing
price of our Class A common stock, as reported on The New York Stock Exchange, of $98.28 per share on December 31, 2019.
These values assume that the fair market value of the Class B common stock underlying certain of the stock options and RSUs,
which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of
our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any
time at the option of the holder or upon certain transfers of such shares.
(4) Represents acceleration of vesting of 100% of the total number of shares underlying outstanding and unvested stock options and
RSUs. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied at target
levels.
(5) Represents nine months of our Chief Executive Officer’s annual base salary.
(6) Represents nine months of our contribution towards health insurance, based on our actual costs to provide health insurance to
our Chief Executive Officer immediately prior to termination.
(7) Represents 12 months of accelerated vesting for outstanding and unvested time-based equity awards.
(8) Represents 18 months of our Chief Executive Officer’s annual base salary.
(9) Represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to our
Chief Executive Officer immediately prior to termination.
(10) Represents six months of the applicable named executive officer’s annual base salary.
(11) Represents six months of our contribution toward health insurance, based on our actual costs to provide health insurance to the
applicable named executive officer immediately prior to termination.
(12) Represents 12 months of the applicable named executive officer’s annual base salary.
(13) Represents 12 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the
applicable named executive officer immediately prior to termination.
CEO Pay Ratio
Pursuant to SEC rules, we are required to provide information regarding the relationship between the
annual total compensation of our Chief Executive Officer, and the median of the annual total
compensation of all of our employees (other than our Chief Executive Officer) for the year ended
December 31, 2019:
• the annual total compensation of our median employee was $191,956; and
• the annual total compensation of our Chief Executive Officer was $12,292,577, as reported in the
“Total Compensation” column in the “Summary Compensation Table” included in this proxy
statement.
Based on this information, for 2019, the ratio of the annual total compensation of our CEO to the
median of the annual total compensation of all our employees was 64:1. We believe this ratio is a
reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the
Exchange Act.
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As a result of the increase in our number of employees from 1,440 employees as of December 31, 2018
to 2,905 employees as of December 31, 2019, we elected to identify a new median employee as of
December 31, 2019. In doing so, we used the same methodology we employed to identify the median
employee as of December 31, 2018. Specifically, as permitted by SEC rules, we reviewed total direct
compensation based on our consistently applied compensation measure, which we calculated as actual
salary paid to our employees for 2019, actual sales commission earned by our employees in 2019, and the
grant date fair value of equity awards granted to our employees in 2019. We used December 31, 2019 to
determine our employee population. In determining this population, we included all worldwide full-time
and part-time employees other than our Chief Executive Officer and excluded (i) approximately 49
individuals that became employees following acquisition transactions with Teravoz Holding LLC and
Electric Imp Incorporated that were completed in late fiscal 2019 and (ii) contractors or workers employed
through a third-party provider in our employee population. For employees paid in other than U.S. dollars,
we converted their compensation to U.S. dollars using the exchange rates used by us for various purposes
in effect on December 31, 2019 and did not make any cost-of-living adjustments to such compensation. We
did not annualize total direct compensation for employees employed by us for less than the full fiscal year.
Using our consistently applied compensation measure, we identified a median employee who is a full-time
U.S.-based salaried employee.
Once we selected the individual who represented the median employee, we then calculated the annual
total compensation for this employee using the same methodology we used for our named executive
officers in our 2019 Summary Compensation Table to yield the median annual total compensation
disclosed above.
COMPENSATION COMMITTEE REPORT
Our compensation committee has reviewed and discussed the section titled “Compensation
Discussion and Analysis” with management. Based on such review and discussion, our compensation
committee has recommended to the board of directors that the section titled “Compensation Discussion
and Analysis” be included in this proxy statement.
Respectfully submitted by the members of our compensation committee of the board of directors:
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Compensation Committee
Elena Donio (Chair)
Richard Dalzell
Jeffrey Immelt
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EQUITY COMPENSATION PLAN INFORMATION
On February 1, 2019, in connection with our acquisition of SendGrid, we assumed the shares reserved
and available for issuance under SendGrid’s Amended and Restated 2009 Equity Incentive Plan (the
“SendGrid 2009 Plan”), 2012 Equity Incentive Plan (as amended, the “SendGrid 2012 Plan”) and 2017
Equity Incentive Plan (the “SendGrid 2017 Plan”), and such shares became available for issuance under
our 2016 Plan. The following table provides information as of December 31, 2019 with respect to the
shares of our common stock that may be issued under our existing equity compensation plans.
(a) Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
(c) Number of
Securities Remaining
Available for Future
Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
Plan Category
Equity compensation plans approved by
stockholders(1)
. . . . . . . . . . . . . . . . . . . . . . . . . .
14,074,200
$32.5779(2)
18,806,687(3)
Equity compensation plans not approved by
stockholders(4)
. . . . . . . . . . . . . . . . . . . . . . . . . .
2,109,667
16.9086
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,183,867
$ 28.9986
18,806,687
(1) Includes the following plans: our 2008 Plan, 2016 Plan, and our ESPP.
(2) Excludes shares that may be issued under RSUs as of December 31, 2019 since such shares subject to
RSU awards have no exercise price.
(3) As of December 31, 2019, a total of 14,957,734 shares of our Class A common stock were reserved for
issuance pursuant to the 2016 Plan, which number excludes the 6,920,640 shares that were added to the
2016 Plan as a result of the automatic annual increase on January 1, 2020. The 2016 Plan provides that
the number of shares reserved and available for issuance under the 2016 Plan will automatically increase
each January 1, beginning on January 1, 2017, by 5% of the outstanding number of shares of our Class A
and Class B common stock on the immediately preceding December 31 or such lesser number of shares
as determined by our compensation committee. This number will be subject to adjustment in the event
of a stock split, stock dividend or other change in our capitalization. The shares of Class A and Class B
common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement
of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied
without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2016
Plan and the 2008 Plan will be added back to the shares of Class A common stock available for issuance
under the 2016 Plan (provided, that any such shares of Class B common stock will first be converted into
shares of Class A common stock). The Company no longer makes grants under the 2008 Plan. As of
December 31, 2019, a total of 3,848,953 shares of our Class A common stock were available for future
issuance pursuant to the ESPP, which number includes shares subject to purchase during the current
purchase period, which commenced on November 16, 2019 (the exact number of which will not be
known until the purchase date on May 15, 2020) but excludes the 1,384,128 shares that were added to
the ESPP as a result of the automatic annual increase on January 1, 2020. Subject to the number of
shares remaining in the share reserve, the maximum number of shares purchasable by any participant on
any one purchase date for any purchase period, including the current purchase period may not exceed
5,000 shares. The ESPP provides that the number of shares reserved and available for issuance under
the ESPP will automatically increase each January 1, beginning on January 1, 2017, by the lesser of
1,800,000 shares of our Class A common stock, 1% of the outstanding number of shares of our Class A
and Class B common stock on the immediately preceding December 31 or such lesser number of shares
as determined by our compensation committee. This number will be subject to adjustment in the event
of a stock split, stock dividend or other change in our capitalization.
54
(4) Includes the shares reserved and available for issuance under the SendGrid 2009 Plan, the SendGrid
2012 Plan and the SendGrid 2017 Plan that we assumed, which were approved by the stockholders of
SendGrid, Inc., but not by a separate vote of our stockholders. Such shares became available for
issuance under our 2016 Plan, but awards using such shares may not be granted to individuals who
were employed, immediately prior to the acquisition, by us or our subsidiaries. In connection with our
acquisition of SendGrid, Inc., we also assumed outstanding SendGrid, Inc. options and restricted
stock units. As of December 31, 2019, there were 1,760,244 shares issuable under such outstanding
stock options (with a weighted-average exercise price of $16.9086) and 349,423 such outstanding
restricted stock units.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information available to us with respect to the beneficial
ownership of our capital stock as of March 31, 2020, for:
• each of our named executive officers;
• each of our directors;
• all of our current directors and executive officers as a group; and
• each person known by us to be the beneficial owner of more than 5% of the outstanding shares of
our Class A or Class B common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it
represents sole or shared voting or investment power with respect to our securities. Unless otherwise
indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole
investment power with respect to all shares that they beneficially owned, subject to community property
laws where applicable.
We have based our calculation of percentage ownership of our common stock on 128,606,443 shares
of our Class A common stock and 11,356,940 shares of our Class B common stock outstanding on
March 31, 2020. We have deemed shares of our capital stock subject to stock options that are currently
exercisable or exercisable within 60 days of March 31, 2020 to be outstanding and to be beneficially owned
by the person holding the stock option for the purpose of computing the percentage ownership of that
person. We have deemed shares of our capital stock subject to RSUs for which the service condition has
been satisfied or would be satisfied within 60 days of March 31, 2020 to be outstanding and to be
beneficially owned by the person holding the RSUs for the purpose of computing the percentage
ownership of that person. However, we did not deem these shares subject to stock options or RSUs
outstanding for the purpose of computing the percentage ownership of any other person.
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Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twilio
Inc., 101 Spear Street, First Floor, San Francisco, California 94105.
Name of Beneficial Owner
Shares
%
Shares
% Voting %† Ownership %
Shares Beneficially Owned
Class A
Class B
Named Executive Officers and Directors:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jeff Lawson(1)
. . . . . . . . . . . . . . . . . . . . . . .
Khozema Shipchandler(2)
George Hu(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chee Chew(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Karyn Smith(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard Dalzell(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Byron Deeter(7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Elena Donio(8)
Jeff Epstein(9)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Donna L. Dubinsky . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jeffrey Immelt(10)
Erika Rottenberg(11)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
All executive officers and directors as a group
307,566
66,930
1,045,145
99,902
22,521
9,900
519,900
8,458
26,484
24,149
116,000
* 7,049,441 60.4
— —
*
— —
*
— —
*
*
*
1.0
*
— —
*
*
*
— —
*
— —
— —
— —
*
*
*
18,752
20,279
8,500
10,342
28.8
*
*
*
*
*
*
*
*
—
*
*
(12 persons)(12): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,125,648 1.6 7,228,621 61.2
30.0
5% Stockholders:
Vanguard Group(13)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,341,295 8.8
T. Rowe Price(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,938,793 8.5
8,119,827 6.3
Morgan Stanley(15)
BlackRock(16)
7,324,059 5.7
Amazon.com NV Investment Holdings LLC(17)
John Wolthuis(18)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— — 4.7
— — 4.5
— — 3.4
— — 3.0
7.3
6.4
— — 1,768,346 15.6
— — 1,538,474 13.6
5.2
*
*
*
*
*
*
*
*
—
*
*
6.6
8.1
7.8
5.8
5.2
1.3
1.1
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* Represents beneficial ownership of less than one percent (1%) of the outstanding shares.
†
Percentage of total voting power represents voting power with respect to all shares of our Class A
common stock and Class B common stock, as a single class. The holders of our Class A common stock
are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes
per share.
(1) Consists of (i) 44,657 shares of Class A common stock held of record by Mr. Lawson, as trustee of the
Lawson Revocable Trust, (ii) 5,699,569 shares of Class B common stock held of record by
Mr. Lawson, as trustee of the Lawson Revocable Trust, (iii) 1,033,205 shares of Class B common stock
held of record by The Lawson 2014 Irrevocable Trust, J.P. Morgan Trust Company, as trustee, (iv)
251,092 shares of Class A common stock subject to outstanding options that are exercisable within 60
days of March 31, 2020, (v) 316,667 shares of Class B common stock subject to outstanding options
that are exercisable within 60 days of March 31, 2020 and (vi) 11,817 shares of Class A common stock
issuable upon the settlement of RSUs releasable within 60 days of March 31, 2020.
(2) Consists of (i) 60,000 shares of Class A common stock subject to outstanding options that are
exercisable within 60 days of March 31, 2020 and (ii) 6,930 shares of Class A common stock issuable
upon the settlement of RSUs releasable within 60 days of March 31, 2020.
(3) Consists of (i) 6,648 shares of Class A common stock held of record by Mr. Hu, (ii) 1,023,227 shares of
Class A common stock subject to outstanding options that are exercisable within 60 days of March 31,
2020 and (iii) 15,270 shares of Class A common stock issuable upon the settlement of RSUs releasable
within 60 days of March 31, 2020.
57
(4) Consists of (i) 14,473 shares of Class A common stock held of record by Mr. Chew, (ii) 80,354 shares
of Class A common stock subject to outstanding options that are exercisable within 60 days of
March 31, 2020 and (iii) 5,075 shares of Class A common stock issuable upon the settlement of RSUs
releasable within 60 days of March 31, 2020.
(5) Consists of (i) 6,073 shares of Class A common stock held of record by Ms. Smith, as trustee of The
Karyn Smith Revocable Trust u/a/d 9/15/06, amended 12/23/11, (ii) 1,172 shares of Class B common
stock held of record by Ms. Smith, as trustee of The Karyn Smith Revocable Trust u/a/d 9/15/06,
amended 12/23/11, (iii) 12,561 shares of Class A common stock subject to outstanding options that are
exercisable within 60 days of March 31, 2020, (iv) 22,977 shares of Class B common stock subject to
options that are exercisable within 60 days of March 31, 2020 and (v) 3,887 shares of Class A common
stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2020.
(6) Consists of (i) 9,900 shares of Class A common stock held of record by Mr. Dalzell and (ii) 116,000
shares of Class B common stock subject to outstanding options that are exercisable within 60 days of
March 31, 2020.
(7) Consists of (i) 12,640 shares of Class A common stock held of record by Mr. Deeter and (ii) 507,260
shares of Class A Common stock held of record by Byron B. Deeter and Allison K. Deeter Trustees
TD July 28, 2000.
(8) Consists of (i) 8,458 shares of Class A common stock held of record by Ms. Donio and (ii) 18,752
shares of Class B common stock held of record by Ms. Donio.
(9) Consists of 26,484 shares of Class A common stock held of record by Mr. Epstein, as Trustee of the
Epstein Family Revocable Trust.
(10) Consists of 8,500 shares of Class A common stock held of record by Mr. Immelt.
(11) Consists of (i) 10,342 shares of Class A common stock held of record by Ms. Rottenberg, as trustee of
the Erika Rottenberg Revocable Trust and (ii) 20,279 shares of Class B common stock held of record
by Ms. Rottenberg, as trustee of the Erika Rottenberg Revocable Trust.
(12) Consists of (i) 655,435 shares of Class A common stock held of record, (ii) 6,772,977 shares of Class B
common stock held of record, (iii) 1,427,234 shares of Class A common stock subject to outstanding
stock options that are exercisable within 60 days of March 31, 2020, (iv) 455,644 shares of Class B
common stock subject to outstanding stock options that are exercisable within 60 days of March 31,
2020 and (v) 42,979 shares of Class A common stock issuable upon the settlement of RSUs releasable
within 60 days of March 31, 2020.
(13) Based on information reported by the Vanguard Group on Schedule 13G/A filed with the SEC on
February 12, 2020. Of the shares of Class A common stock beneficially owned, The Vanguard Group
reported that it has sole dispositive power with respect to 11,225,813 shares, shared dispositive power
with respect to 115,482 shares, sole voting power with respect to 97,411 shares and shared voting
power with respect to 30,364 shares. The Vanguard Group listed their address as 100 Vanguard Blvd.,
Malvern, Pennsylvania 19355.
(14) Based on information reported by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons
Fund, Inc. on Schedule 13G filed with the SEC on February 14, 2020. Of the shares of Class A
common stock beneficially owned, T. Rowe Price Associates reported that it has sole dispositive
power with respect to 10,938,793 shares and sole voting power with respect to 2,894,328 shares and T.
Rowe Price New Horizons Fund, Inc. reported that it has sole voting power with respect to 6,325,177
shares. T. Rowe Price Associates Inc. and T. Rowe Price New Horizons Fund, Inc. listed their address
as 100 E. Pratt Street, Baltimore, Maryland 21202.
(15) Based on information reported by Morgan Stanley and Morgan Stanley Investment Management Inc.
on Schedule 13G filed with the SEC on February 13, 2020. Of the shares of Class A common stock
beneficially owned, Morgan Stanley reported that it has shared dispositive power with respect to
58
8,119,827 shares and shared voting power with respect to 7,546,856 shares. Morgan Stanley and
Morgan Stanley Investment Management Inc. listed their address as 1585 Broadway, New York, NY
10036.
(16) Based on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on
February 10, 2020. Of the shares of Class A common stock beneficially owned, Blackrock, Inc.
reported that it has sole dispositive power with respect to 7,324,059 shares and sole voting power with
respect to 6,408,509. BlackRock, Inc. listed its address as 55 East 52nd Street, New York, NY 10055.
(17) Based on shares held of record by Amazon.com NV Investment Holdings LLC (“Amazon NV”) as of
March 31, 2020 and registered with our transfer agent. Amazon NV’s address is listed as 410 Terry
Avenue North, Seattle, WA 98109.
(18) Consists of 1,538,474 shares of Class B common stock held of record by Mr. Wolthuis.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the compensation arrangements, including employment, termination of employment
and change in control arrangements, discussed in the section titled “Executive Compensation” the
following is a description of each transaction since the beginning of our last fiscal year, and each currently
proposed transaction in which:
• we have been or are to be a participant;
• the amount involved exceeded or exceeds $120,000; and
• any of our directors, executive officers, or holders of more than 5% of our capital stock, or any
immediate family member of, or person sharing the household with, any of these individuals, had or
will have a direct or indirect material interest.
Investors’ Rights Agreement
We are party to an investors’ rights agreement which provides, among other things, that certain
holders of our capital stock have the right to demand that we file a registration statement or request that
their shares of our capital stock be covered by a registration statement that we are otherwise filing. The
parties to the investors’ rights agreement include entities affiliated with Jeff Lawson, our current director,
Evan Cooke, a former director, and entities affiliated with Fidelity, Bessemer Venture Partners, Redpoint
Ventures and Union Square Ventures.
Acquisition of SendGrid
In February 2019, we acquired all outstanding shares of capital stock of SendGrid, the leading email
API platform, by issuing 23.6 million shares of our Class A common stock with a total value of
$2,658.9 million. Pursuant to the Agreement and Plan of Merger and Reorganization, as amended, each
outstanding share of SendGrid common stock converted into 0.485 of a share of our Class A common
stock. At the time of the acquisition, Byron Deeter, a director of our Company and a partner of Bessemer
Venture Partners (“BVP”), independently and through BVP and their respective related entities, was a
securityholder of each of SendGrid and Twilio. Due to his then concurrent service as a director of each of
SendGrid and Twilio, Mr. Deeter recused himself from all Twilio board deliberations and Sendgrid board
deliberations with respect to the acquisition. Upon the closing of the acquisition on February 1, 2019, and
after accounting for the acceleration of certain restricted stock units pursuant to the terms of Mr. Deeter’s
equity award agreements with SendGrid, we issued a total of 21,348 shares of Class A common stock to
Mr. Deeter and 3,079,413 shares of Class A common stock to affiliated funds of BVP, with an aggregate
grant date fair value of approximately $2.4 million and $347.6 million, respectively.
Other Transactions
We have granted stock options and RSUs to our named executive officers and certain of our directors.
See the section titled “Executive Compensation—Individual Compensation Arrangements—Long-Term
Incentive Compensation”, “Executive Compensation—Outstanding Equity Awards at Year-End Table”
and “Board of Directors and Corporate Governance—Non-Employee Director Compensation” for a
description of these stock options and RSUs.
We have entered into severance and change in control arrangements with certain of our executive
officers pursuant to employment offer letters and/or our severance plan that, among other things, provides
for certain severance and change in control payments and benefits. See the sections titled “Executive
Compensation—Post-Employment Compensation Arrangements” and “Executive Compensation—
Potential Payments Upon Termination or Change in Control.”
Other than as described above under this section titled “Certain Relationships and Related Party
Transactions,” since January 1, 2019, we have not entered into any transactions, nor are there any currently
proposed transactions, between us and a related party where the amount involved exceeds, or would
60
exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.
We believe the terms of the transactions described above were comparable to terms we could have
obtained in arm’s-length dealings with unrelated third parties.
Indemnification of Officers and Directors
Our amended and restated certificate of incorporation contains provisions that limit the liability of
our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our
directors will not be personally liable to us or our stockholders for monetary damages for any breach of
fiduciary duties as directors, except liability for the following:
• any breach of their duty of loyalty to our Company or our stockholders;
• any act or omission not in good faith or that involves intentional misconduct or a knowing violation
of law;
• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law; or
• any transaction from which they derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these
provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or
repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the
personal liability of directors of corporations, then the personal liability of our directors will be further
limited to the greatest extent permitted by the Delaware General Corporation Law.
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In addition, our amended and restated bylaws provide that we will indemnify, to the fullest extent
permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or
proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving
at our request as a director or officer of another corporation, partnership, joint venture, trust or other
enterprise. Our amended and restated bylaws provide that we may indemnify our employees and agents to
the extent not prohibited by the Delaware General Corporation Law or other applicable law. Our
amended and restated bylaws also provide that we must advance expenses incurred by or on behalf of a
director or officer in advance of the final disposition of any action or proceeding, subject to limited
exceptions.
Further, we have entered into indemnification agreements with each of our directors and executive
officers that may be broader than the specific indemnification provisions contained in the Delaware
General Corporation Law. These indemnification agreements require us, among other things, to indemnify
our directors and executive officers against liabilities that may arise by reason of their status or service.
These indemnification agreements also require us to advance all expenses incurred by the directors and
executive officers in investigating or defending any such action, suit or proceeding. We believe that these
agreements are necessary to attract and retain qualified individuals to serve as directors and executive
officers.
The limitation of liability and indemnification provisions that are included in our amended and
restated certificate of incorporation, amended and restated bylaws and in indemnification agreements that
we have entered into with our directors and executive officers may discourage stockholders from bringing a
lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also
reduce the likelihood of derivative litigation against our directors and executive officers, even though an
action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be
adversely affected to the extent that we pay the costs of settlement and damage awards against directors
and executive officers as required by these indemnification provisions.
61
We have obtained insurance policies under which, subject to the limitations of the policies, coverage is
provided to our directors and executive officers against loss arising from claims made by reason of breach
of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public
securities matters, and to us with respect to payments that may be made by us to these directors and
executive officers pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our non-employee directors may, through their relationships with their employers, be
insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of
directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers or persons controlling our Company pursuant to the foregoing provisions, we have been
informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Policies and Procedures for Related Party Transactions
Our audit committee has the primary responsibility for reviewing and approving or disapproving
“related party transactions,” which are transactions between us and related persons in which the aggregate
amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will
have a direct or indirect material interest. Our policy regarding transactions between us and related
persons will provide that a related person is defined as a director, executive officer, nominee for director
or greater than 5% beneficial owner of our Class A and Class B common stock, in each case since the
beginning of the most recently completed year, and any of their immediate family members. Our audit
committee charter provides that our audit committee shall review and approve or disapprove any related
party transactions.
62
OTHER MATTERS
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers
and directors, and persons who own more than 10% of our common stock, file reports of ownership and
changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late
during the most recent year. Based on our review of forms we received, or written representations from
reporting persons stating that they were not required to file these forms, we believe that during 2019, all
Section 16(a) filing requirements were satisfied on a timely basis, except with respect to the failure to
timely file a Form 4 for Karyn Smith (filed with the SEC on June 25, 2019).
2019 Annual Report and SEC Filings
Our financial statements for the year ended December 31, 2019 are included in our annual report on
Form 10-K, which we will make available to stockholders at the same time as this proxy statement. Our
annual report and this proxy statement are posted on our website at https://investors.twilio.com and are
available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report
without charge by sending a written request to Investor Relations, Twilio Inc., 101 Spear Street, First
Floor, San Francisco, California 94105.
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*
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*
The board of directors does not know of any other matters to be presented at the Annual Meeting. If
any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed
proxy card will have discretion to vote shares they represent in accordance with their own judgment on
such matters.
It is important that your shares be represented at the Annual Meeting, regardless of the number of
shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed
on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in
the envelope that has also been provided.
THE BOARD OF DIRECTORS
San Francisco, California
April 22, 2020
63
APPENDIX A
KEY BUSINESS METRICS AND NON-GAAP FINANCIAL MEASURE INFORMATION
Set forth below in this Appendix A is important information about how we measure Active Customer
Accounts, Base Revenue and other key business metrics as well as a reconciliation of our non-GAAP to
GAAP financial measures.
Number of Active Customer Accounts
We believe that the number of our 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. Effective
December 31, 2019, we round down the number of Active Customer Accounts to the nearest thousand.
In the years ended December 31, 2019, 2018, and 2017, revenue from Active Customer Accounts
represented over 99% of total revenue in each period.
Base Revenue
Base Revenue consists of all revenue other than revenue from large Active Customer Accounts that
have never entered into 12-month minimum revenue commitment contracts with us, which we refer to as
Variable Customer Accounts. While almost all of our customer accounts exhibit some level of variability in
the usage of our products, based on the experience of our management, we believe that Variable Customer
Accounts are more likely to have significant fluctuations 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 evidenced by the decision of such customers not to enter into contracts with
us that contain minimum revenue commitments, even though they may spend significant amounts on the
use of our products, and they may be foregoing more favorable terms often available to customers that
enter into committed contracts with us. With the growth of our business in recent years, including through
revenue contribution from the acquisition of Twilio SendGrid, revenue from Variable Customer Accounts
has become less meaningful as a percentage of total revenue. As a result, for reporting periods starting
with the three months ending March 31, 2020, we will only disclose Total Revenue and will cease to
disclose Base Revenue as an operating metric.
For historical periods through March 31, 2016, we defined a Variable Customer Account as an Active
Customer Account that (i) has never signed a minimum revenue commitment contract with us for a term
of at least 12 months and (ii) has met or exceeded 1% of our revenue in any quarter in the periods
presented through March 31, 2016. To allow for consistent period-to-period comparisons, in the event a
customer account qualified 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 with the
three months 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% of our revenue in a quarter.
Once a customer account is deemed to be a Variable Customer Account in any period, they remain a
Variable Customer Account in subsequent periods unless they enter into a minimum revenue commitment
contract with us for a term of at least 12 months.
A-1
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In the years ended December 31, 2019, 2018 and 2017, we had six Variable Customer Accounts, which
represented 7%, 9%, and 8%, respectively, of our total revenue.
Dollar-Based Net Expansion Rate
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 have historically tracked performance in this area is by
measuring the Dollar-Based Net Expansion Rate for Active Customer Accounts, other than 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 that measuring Dollar-Based Net Expansion Rate provides
a more meaningful indication of the performance of our efforts to increase revenue from existing
customers.
For historical periods through December 31, 2019, 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. For reporting periods starting with the three months ending March 31,
2020, Twilio’s Dollar-Based Net Expansion Rate will compare the revenue from all Active Customer
Accounts, including 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 through December 31, 2019) 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, it uses the average of the applicable quarterly Dollar-
Based Net Expansion Rates for each of the quarters in such period. Given that we will no longer disclose
Base Revenue as an operating metric for reporting periods starting with the three months ending
March 31, 2020, our Dollar-Based Net Expansion Rate will compare the revenue from all Active Customer
Accounts, including Variable Customer Accounts, in a quarter to the same quarter in the prior year.
Non-GAAP Financial Measures
We use the following non-GAAP financial information, collectively, to evaluate our ongoing
operations and for internal planning and forecasting purposes. We believe that non-GAAP financial
information, when taken collectively, may be helpful to investors because it provides consistency and
comparability with past financial performance, facilitates period-to-period comparisons of results of
operations, and assists in comparisons with other companies, many of which use similar non-GAAP
financial information to supplement their GAAP results. Non-GAAP financial information is presented
for supplemental informational purposes only, should not be considered a substitute for financial
information presented in accordance with generally accepted accounting principles, and may be different
from similarly-titled non-GAAP measures used by other companies. Whenever we use a non-GAAP
financial measure, a reconciliation is provided to the most closely applicable financial measure stated in
accordance with generally accepted accounting principles. Investors are encouraged to review the related
A-2
GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most
directly comparable GAAP financial measures.
Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin
For the periods presented, we define non-GAAP (loss) income from operations and non-GAAP
operating margin as GAAP loss from operations and GAAP operating margin, respectively, adjusted to
exclude, as applicable, certain expenses as presented in the table below:
Reconciliation:
Loss from operations . . . . . . . . . . . . . . . . . . . .
Non-GAAP adjustments:
Stock-based compensation . . . . . . . . . . . . . .
Amortization of acquired intangibles . . . . .
Stock repurchase . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . .
Release of tax liability upon obligation
settlement
. . . . . . . . . . . . . . . . . . . . . . . . .
Charitable contributions . . . . . . . . . . . . . . .
Legal settlements/accruals . . . . . . . . . . . . . .
Gain on lease termination . . . . . . . . . . . . . .
Payroll taxes related to stock-based
Year Ended December 31,
2019
2018
2017
2016
2015
(In thousands)
$(369,785)
$(115,235)
$(66,074)
$(41,315)
$(35,393)
264,318
72,807
—
15,713
—
—
—
—
93,273
7,170
—
4,481
—
7,121
1,710
—
49,619
5,620
—
310
(13,365)
1,172
—
(295)
24,225
880
—
499
(805)
3,860
—
—
8,877
464
1,965
1,165
—
—
—
—
—
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compensation . . . . . . . . . . . . . . . . . . . . . .
15,188
5,617
2,950
434
Non-GAAP (loss) income from
operations . . . . . . . . . . . . . . . . . . . . . . .
$
(1,759)
$
4,137
$(20,063)
$(12,222)
$(22,922)
Non-GAAP operating margin . . . . . . . . .
— %
1 %
(5)%
(4)%
(14)%
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
For the transition period from to
Commission File Number: 001-37806
TWILIO INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
26-2574840
(I.R.S. Employer Identification Number)
101 Spear Street, First 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 class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share
TWLO
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes ‘ No È
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 È No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
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 such files). Yes È No ‘
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.
Accelerated filer ‘
Large accelerated filer È
Smaller reporting company ‘
Emerging growth company ‘
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
Non-accelerated filer ‘
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
The aggregate market value of stock held by non-affiliates as of June 28, 2019 (the last business day of the registrant’s most
recently completed second quarter) was $15.9 billion based upon $136.4 per share, the closing price on June 28, 2019 on the New
York Stock Exchange. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to this
requirement and the registrant is not bound by this determination for any other purpose.
On February 20, 2020, 128,303,845 shares of the registrant’s Class A common stock and 11,406,940 shares of registrant’s Class B
common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated herein by
reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the
Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2019.
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TWILIO INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2019
TABLE OF CONTENTS
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions and Director Independence . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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1
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K 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,” “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 Annual Report on Form 10-K 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;
• 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;
• the evolution of technology affecting our products and markets;
• our ability to introduce new products and enhance existing products;
• our ability to comply with modified or new industry standards, laws and regulations applying to our
business, including the General Data Protection Regulation (“GDPR”), the California Consumer
Privacy Act of 2018 and other privacy regulations that may be implemented in the future, and
Signature-based Handling of Asserted Information Using toKENs (“SHAKEN”) and Secure
Telephone Identity Revisited (“STIR”) standards (together, “SHAKEN/STIR”) and other
robocalling prevention and anti-spam standards and increased costs associated with such
compliance;
• our ability to optimize our network service provider coverage and connectivity;
• our ability to manage changes in network service provider fees that we pay in connection with the
delivery of communications on our platform;
• our ability to work closely with email inbox service providers to maintain deliverability rates;
• our ability to pass on our savings associated with our platform optimization efforts to our
customers;
• the impact and expected results from changes in our relationship with our larger customers;
• our ability to attract and retain enterprises and international organizations as customers for our
products;
• our ability to form and expand partnerships with technology partners and consulting partners;
• 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 ability to compete effectively in an intensely competitive market;
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• the sufficiency of our cash and cash equivalents to meet our liquidity needs;
• our anticipated investments in sales and marketing, research and development and additional
systems and processes to support our growth;
• 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 convertible notes and repay such notes, to the extent
required;
• our customers’ and other platform users’ violation of our policies or other misuse of our platform;
• our expectations about the impact of natural disasters and public health epidemics, such as the
coronavirus on our business, results of operations and financial condition; and
• our ability to successfully integrate and realize the benefits of our past or future strategic
acquisitions or investments, including our acquisition of SendGrid, Inc. (“SendGrid”).
We caution you that the foregoing list may not contain all of the forward-looking statements made in
this Annual Report on Form 10-K.
You should not rely upon forward-looking statements as predictions of future events. We have based
the forward-looking statements contained in this Annual Report on Form 10-K 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 Part I, Item 1A,
“Risk Factors” and elsewhere in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K to reflect events or circumstances after the date of
this Annual Report on Form 10-K 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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3
Item 1.
Business
Overview
PART I
Software developers are reinventing nearly every aspect of business today. Yet as developers, we
repeatedly encountered an area where we could not innovate—communications. Because communication
is a fundamental human activity and vital to building great businesses, we wanted to incorporate
communications into our software applications, but the barriers to innovation were too high. Twilio was
started to solve this problem.
We believe the future of communications will be written in software, by the developers of the world—
our customers. By empowering them, our mission is to fuel the future of communications.
Cloud platforms are a new category of software that enable developers to build and manage
applications without the complexity of creating and maintaining the underlying infrastructure. These
platforms have arisen to enable a fast pace of innovation across a range of categories, such as computing
and storage. We are the leader in the Cloud Communications Platform category. We enable developers to
build, scale and operate real-time communications within software applications.
We offer a Customer Engagement Platform with software designed to address specific use cases like
account security and contact centers and a set of Application Programming Interfaces (“APIs”) that
handles the higher-level communication logic needed for nearly every type of customer engagement. These
APIs are focused on the business challenges that a developer is looking to address, allowing our customers
to more quickly and easily build better ways to engage with their customers throughout their journey. We
also offer a set of APIs that enable developers to embed voice, messaging, video and email capabilities into
their applications, and are designed to support almost all the fundamental ways humans communicate,
unlocking innovators to address just about any communication market. The Super Network is our software
layer that allows our customers’ software to communicate with connected devices globally. It interconnects
with communications networks and inbox service providers 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 APIs giving our customers access to more foundational components of our platform,
like phone numbers.
In February 2019, we acquired SendGrid, the leading email API platform. Email is an important
channel for businesses to communicate with their customers, and incorporating SendGrid’s products into
our platform allows us to enable businesses to engage with their customers via email effectively and at
scale.
We had over 179,000 Active Customer Accounts as of December 31, 2019, representing organizations
big and small, old and young, across nearly every industry, with one thing in common: they are competing
by using the power of software to build differentiation through communications. With our customer
engagement platform, our customers are disrupting existing industries and creating new ones. For
example, our customers’ software applications use our platform to notify a diner when a table is ready,
provide enhanced application security through two-factor authentication, connect potential buyers to real
estate agents, and power large, omni-channel contact centers. The range of applications that developers
build with the Twilio platform has proven to be nearly limitless.
Our goal is for Twilio to be in the toolkit of every software developer in the world. Because big ideas
often start small, we encourage developers to experiment and iterate on our platform. We love when
developers explore what they can do with Twilio, because one day they may have a business problem that
they will use our products to solve.
As our customers succeed, we share in their success through our usage-based revenue model. Our
revenue grows as customers increase their usage of a product, extend their usage of a product to new
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applications or adopt a new product. We believe the most useful indicator of this increased activity from
our existing customer accounts is our Dollar-Based Net Expansion Rate, which for historical periods
through December 31, 2019, compares the revenue from a cohort of Active Customer Accounts, other
than Variable Customer Accounts, in a period to the same period in the prior year. Dollar-Based Net
Expansion Rate was 136% and 140% for the years ended December 31, 2019 and 2018, respectively. See
Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Key Business Metrics—Dollar-Based Net Expansion Rate.”
Our Platform Approach
Twilio’s mission is to fuel the future of communications. We enable developers to build, scale and
operate real-time communications within software applications.
We believe every application can be enhanced through the power of communication. Over time, we
believe that all of our communications that do not occur in person will be integrated into software
applications. Our platform approach enables developers to build this future.
Using our software, developers are able to incorporate communications into applications that span a
range of industries and functionalities. Our technology partner customers, which embed our products in
the solutions they sell to other businesses, are also able to leverage our products to deliver their
applications.
Common Use Cases
• Anonymous Communications. Enabling users to have a trusted means of communications where
they prefer not to share private information like their telephone number. Examples include
conversations between drivers and riders or texting after meeting through a dating website.
• Alerts and Notifications. Alerting a user that an event has occurred, such as when a table is ready, a
flight is delayed or a package is shipped.
• Contact Center. Improving customer support by powering customer care teams with voice,
messaging and video capabilities that integrate with other systems to add context, such as a caller’s
support ticket history or present location.
• Call Tracking. Using phone numbers to provide detailed analytics on phone calls to measure the
effectiveness of marketing campaigns or lead generation activities in a manner similar to how web
analytics track and measure online activity.
• Marketing. Integrating messaging and email with marketing automation technology, allowing
organizations to deliver targeted and timely contextualized communications to consumers.
• User Security. Verifying user identity through two-factor authentication prior to log-in or validating
transactions within an application’s workflow. This adds an additional layer of security to any
application.
• Twilio For Good. Partnering with nonprofit organizations through Twilio.org, to use the power of
communications to help solve social challenges, such as a short message service (“SMS”) hotline to
fight human trafficking, an emergency volunteer dispatch system and appointment reminders for
medical visits in developing nations.
Our Platform
Solutions
Part of our core strategy is to provide a broad set of lower level building blocks (i.e. our Channel APIs
and Super Network) that can be used to build virtually any use case. By doing this, we allow developers’
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creativity to flourish across the widest set of use cases — some of which haven’t even been invented yet. As
we observe what use cases are most common, and the workflows our customers find most challenging, we
create Solutions to bring these learnings to a broader audience. While developers can build a broad range
of applications on our platform, certain use cases are more common. Our Solutions APIs build upon our
Channel APIs to offer more fully implemented functionality for a specific purpose, such as two-factor
authentication or a contact center, thereby saving developers significant time in building their applications.
The higher level APIs we have created in this layer of our platform are focused on addressing a
massive opportunity to recreate and modernize the field of customer engagement. The means by which
most companies engage with their customers is archaic and disjointed, made more glaring by the pace of
development in other areas of communication. Our products combine the flexibility provided by our
platform model with the learnings we’ve gained since the company was founded focused on driving success
at tens of thousands of customers.
Channel APIs
Our Channel APIs provide a range of products that enable developers to embed voice, messaging,
video and email capabilities into their applications. Our easy-to-use developer APIs provide a
programmatic channel to access our software. Developers can utilize our intuitive programming language,
TwiML, to specify application functions such as , and , leveraging our software
to manage the complexity of executing the specified functions.
Our Channel APIs consist of software products that can be used individually or in combination to
build rich contextual communications within applications. We do not aim to provide complete business
solutions; rather to offer flexible building blocks that enable our customers to build what they need. Our
Channel APIs include:
• Programmable Voice. Our Programmable Voice software products allow developers to build
solutions to make and receive phone calls globally, and to incorporate advanced voice functionality
such as text-to-speech, conferencing, recording and transcription. Programmable Voice, through
our advanced call control software, allows developers to build customized applications that address
use cases such as contact centers, call tracking and analytics solutions and anonymized
communications.
• Programmable Messaging. Our Programmable Messaging software products allow developers to
build solutions to send and receive messages globally, through channels like SMS, multimedia
messaging service (“MMS”), short codes, Rich Communication Services (“RCS”) messaging,
WhatsApp, Facebook Messenger, and LINE, and incorporate advanced messaging functionality
such as emoji, picture messaging and localized languages. Our customers use Programmable
Messaging, through software controls, to power use cases, such as appointment reminders, delivery
notifications, order confirmations and customer care.
• Programmable Video. Our Programmable Video software products enable developers to build next-
generation mobile and web applications with embedded video, including for use cases such as
customer care, collaboration and physician consultations.
• Email. Our email products serve as a digital communication platform that enables businesses to
engage with their customers via email reliably, effectively and at scale. Businesses use the email
products for both transactional and marketing emails. Transactional emails include shipping
notifications, friend requests, password resets, and sign-up confirmations. Marketing emails include
newsletters, advertising, announcements, and related communications to large audiences.
Super Network
Our Solutions and Channel APIs are built on top of our global software layer, which we call our Super
Network. Our Super Network interfaces intelligently with communications networks globally. We use
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software to construct a high performance network that continuously optimizes quality and deliverability for
our customers. Our Super Network breaks down the geopolitical boundaries and scale limitations of
physical network infrastructure and provides our customers that use our Customer Engagement Platform
access to over 180 countries. The Super Network also contains a set of API’s giving our customers access to
more foundational components of our platform, such as phone numbers.
We have strategically built out our global infrastructure and operate in more than 25 cloud data
centers in nine geographically distinct regions. These data centers serve as interconnection points with
network service providers and customers alike, giving us a truly global reach and a redundant means to
connect businesses with billions of customers all over the world. Our provider relationships and deployed
infrastructure have allowed us to catalogue the many different communications standards that exist today
and offer them up to businesses as one consolidated platform with simple, easy-to-use APIs. We are
continually adding new network service provider relationships as we scale, and we are not dependent upon
any single network service provider to conduct our business.
The strength of Twilio’s Super Network comes from the software intelligence we’ve embedded
throughout our communications network. By leveraging our software expertise, we eliminate the
traditional complexities and uncertainties of telecommunications and deliver a consistent and high quality
communications platform for our customers. This allows customers to spend less time focusing on
mastering the highly specialized and complex telecommunications industry and more time focusing on
building best-in-class customer engagement experiences. Our proprietary technology selects which network
service providers to use and routes the communications in order to optimize the quality and cost of the
communications across our product offerings.
Our Super Network analyzes massive volumes of data from our traffic, the applications that power it,
and the underlying provider networks in order to optimize our customers’ communications for quality and
cost. As such, with every new message and call, our Super Network becomes more robust, intelligent and
efficient, enabling us to provide better performance and deliverability for our customers. Our Super
Network’s sophistication becomes increasingly difficult for others to replicate over time as it is continually
learning, improving and scaling.
Our Business Model for Innovators
Our goal is to include Twilio in the toolkit of every developer in the world. Because big ideas often
start small, developers need the freedom and tools to experiment and iterate on their ideas.
In order to empower developers to experiment, our developer-first business model is low friction,
eliminating the upfront costs, time and complexity that typically hinder innovation. 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.
Developers can begin building with a free trial. They have access to self-service documentation and free
customer support to guide them through the process. Once developers determine that our software meets
their needs, they can flexibly increase consumption and pay based on usage. In short, we acquire
developers like consumers and enable them to spend like enterprises.
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Our Growth Strategy
We are the leader in the Cloud Communications Platform category based on revenue, market share
and reputation, and intend to continue to set the pace for innovation. We will continue to invest
aggressively in our platform approach, which prioritizes increasing our reach and scale. We intend to
pursue the following growth strategies:
• Continue Significant Investment in our Technology Platform. We will continue to invest in building
new software capabilities and extending our platform to bring the power of contextual
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communications to a broader range of applications, geographies and customers. We have a
substantial research and development team, comprising approximately 46% of our headcount as of
December 31, 2019.
• Grow Our Developer Community and Accelerate Adoption. We will continue to enhance our
relationships with developers globally and seek to increase the number of developers on our
platform. As of December 31, 2019, we had more than 179,000 Active Customer Accounts on our
platform. In addition to adding new developers, we believe there is significant opportunity for
revenue growth from developers who have already registered accounts with us but have not yet built
their software applications with us, or whose applications are in their infancy and will grow with
Twilio into an Active Customer Account.
• Increase Our International Presence. Our platform serves over 180 countries today, making it as
simple to communicate from São Paulo as it is from San Francisco. Customers outside the
United States are increasingly adopting our platform, and for the years ended December 31, 2019
and 2018, revenue from international customer accounts accounted for 29% and 25% of our total
revenue, respectively. We are investing to meet the requirements of a broader range of global
developers and enterprises. We plan to grow internationally by continuing to expand our operations
outside of the United States and collaborating with international strategic partners.
• Further Penetrate the Enterprises. We plan to drive greater awareness and adoption of Twilio from
enterprises across industries. We intend to further increase our investment in sales and marketing
to meet evolving enterprise needs globally, in addition to extending our enterprise-focused use
cases and platform capabilities, like our Twilio Enterprise Plan. Additionally, we believe there is
significant opportunity to expand our relationships with existing enterprise customers.
• Expand Our Partner Channel. Our Twilio Build partner program is focused on growing our
community of technology and consulting partners. Twilio Build’s ecosystem of partners offers
customers both packaged applications and consulting expertise that make it possible for any
customer to innovate with Twilio regardless of region, industry, business model or development
resources. To help our partners grow their businesses and innovate for their customers, this
program provides go-to-market support, certification and training programs, and a partner success
team. We have relationships with a number of technology partner customers that embed our
products in the solutions that they sell to other businesses. We intend to expand our relationships
with existing technology partner customers and to add new technology partner customers. We plan
to invest in a range of initiatives to encourage increased collaboration with, and generation of
revenue from, technology partner customers. We have started developing relationships with
consulting partners who provide consulting and development services for organizations that have
limited software development expertise to build our platform into their software applications. We
intend to continue to invest in and develop the ecosystem for our solutions in partnership with
consulting partners to accelerate awareness and adoption of our platform.
• Selectively Pursue Acquisitions and Strategic Investments. We may selectively pursue acquisitions
and strategic investments in businesses and technologies that strengthen our platform. From 2015
through 2019, we made several acquisitions which have allowed us to expand our platform and
service offerings to include features such as a cloud-based API to seamlessly embed two-factor
authentication and phone verification into any application, Web Real-Time-Communication (“Web
RTC”) media processing technologies, contact center analytics, software mobile network
infrastructure and language recognition capabilities. In addition, our acquisition of SendGrid in
February 2019 allowed us to add a leading e-mail API platform to our product offerings.
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The Twilio Magic
We believe there’s a unique spirit to Twilio, manifested in who we are and how we work together.
These are the principles we use to build an impactful, high growth business while staying true to ourselves.
Collectively, these principles guide how we act, how we make decisions, and how we win.
How We Act
Be an Owner. Owners know their business, embracing the good news and the bad. Owners sweat the
details and “pick up the trash.” Owners think long term and spend money wisely.
Empower Others. We believe that unleashing human potential—both inside and outside our
company—is the key to our success. Be humble and realize it’s not just about us. Invest in each other.
No Shenanigans. Always act in an honest, direct and transparent way.
How We Make Decisions
Wear the Customer’s Shoes. Spend the time to deeply understand customers and solve problems
from their perspective. Earn trust through every interaction.
Write It Down. Our business is complex, so take the time to express yourself in prose—for your sake,
and for the folks with whom you’re collaborating.
Ruthlessly Prioritize. Prioritization helps break down complex problems and provides clarity in the
face of uncertainty. Decisions are progress, so make decisions with available information and keep
learning.
How We Win
Be Bold. We’re driven by a hunger to build a meaningful and impactful company. Embrace crazy
ideas and remember, every big idea starts small.
Be Inclusive. To achieve our goals, we need a diverse set of voices in the room. Build diverse teams
and seek out unique points of view.
Draw the Owl. There’s no instruction book, it’s ours to write. Figure it out, ship it, and iterate.
Invent the future, but don’t wing it.
Don’t Settle. Expect the best from yourself and others, because there’s no feeling greater than being
proud of our work. Hire the best people for every role.
Twilio.org
We believe we can create greater social good through better communications. Through Twilio.org,
which is a part of our company and not a separate legal entity, we donate and discount our products to
nonprofits, who use our products to engage their audience, expand their reach and focus on making a
meaningful change in the world. Twilio.org’s mission is to fuel communications that give hope, power, and
freedom with a 10-year goal to help one billion people every year. In 2015, we reserved 1% of our common
stock to fund social impact at Twilio. In March 2019, we increased the Twilio.org share reserve by 203,658
shares to account for a similar program previously operated by SendGrid. Since 2015, Twilio.org has made
several donations consistent with its philanthropic goals, which were treated as charitable contributions
and recorded in general and administrative expenses in our consolidated statements of operations included
elsewhere in this Annual Report on Form 10-K. As of December 31, 2019, the total remaining shares
reserved for Twilio.org was 795,673.
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Our Products
Solutions APIs
While developers can build a broad range of applications on our platform, certain use cases are more
common. Our Solutions APIs build upon our Channel APIs to offer more fully implemented functionality
for a specific purpose, such as two-factor authentication or a contact center, thereby saving developers
significant time in building their applications.
Flex
Flex is a fully programmable cloud contact center platform designed to give businesses the ability to
build and improve upon customer and agent experiences using tools and frameworks they are already
familiar with. With Flex, customers can quickly deploy an omnichannel contact center platform and
programmatically customize every element of the experience including the interface, communication
channels, agent routing, and reporting to meet the unique needs of the business.
Account Security
Identity and communications are closely linked, and this is a critical business need for our customers.
Using our two-factor authentication APIs, developers can add an extra layer of security to their
applications with second-factor passwords sent to a user’s phone via SMS, voice, email or push
notifications. Our Account Security products include:
• Authy. Provides user authentication codes through a variety of formats based on the developer’s
needs. Authentication codes can be delivered through the Authy app on registered mobile phones,
desktop, or smart devices or via SMS and voice automated phone calls. In addition, authentication
can be determined through a push notification on registered smartphones
• Lookup. Allows developers to validate number format, device type, and provider prior to sending
messages or initiating calls.
• Verify. Allows developers to deliver a one-time passcode through SMS or voice to verify that a user
is in possession of the device being registered
We charge on a per-seat or per-use basis for our Solutions APIs.
Channel APIs
Our Channel APIs consist of software for voice, messaging, video and email authentication that
empower developers to build applications that can communicate with connected devices globally. We do
not aim to provide complete business solutions; rather, our Channel APIs offer flexible building blocks
that enable our customers to build what they need.
Programmable Voice
Our Programmable Voice software products allow developers to build solutions to make and receive
phone calls globally, and to incorporate advanced voice functionality such as text-to-speech, conferencing,
recording and transcription. Programmable Voice, through our advanced call control software, allows
developers to build customized applications that address use cases such as contact centers, call tracking
and analytics solutions and anonymized communications. Our voice software works over both the
traditional public switch telephone network and over Internet Protocol. Programmable Voice includes:
• Twilio Voice. Initiate, receive and manage phone calls globally, end to end through traditional voice
technology or between web browsers and landlines or mobile phones. Voice calling can also be
integrated natively in Apple iOS and Google Android apps.
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• Call Recording. Securely record, store, transcribe and retrieve voice calls in the cloud.
• Global Conference. Integrate audio conferencing that intelligently routes calls through cloud data
centers in the closest of nine geographic regions to reduce latency. Scales from Basic, for a limited
number of participants, to Epic, for an unlimited number of participants.
We charge on a per-minute basis for most of our Programmable Voice products.
Programmable Messaging
Our Programmable Messaging software products allow developers to build solutions to send and
receive messages globally, and incorporate advanced messaging functionality such as emoji, picture
messaging and localized languages. Our customers use Programmable Messaging, through software
controls, to power use cases, such as appointment reminders, delivery notifications, order confirmations
and customer care. We offer core channels like SMS, Push and Chat; over-the-top channels like WhatsApp
and Facebook Messenger; support for next-generation rich messaging like RCS Business Messaging; and
over IP through our Android, iOS and JavaScript software development kits. Programmable Messaging
includes:
• Twilio SMS. Programmatically send, receive and track SMS messages around the world, supporting
localized languages in nearly every market.
• Twilio MMS. Exchange picture messages and more over U.S. and Canadian phone numbers from
customer applications with built-in image transcoding and media storage.
• Copilot. Intelligent software layer that handles tasks, such as dynamically sending messages from a
phone number that best matches the geographic location of the recipient based on a global pool of
numbers.
• Programmable Chat. Deploy contextual, in-app messaging at global scale.
• Channels. Programmatically send, receive and track messages to messaging apps such as
WhatsApp, Facebook Messenger and LINE globally.
• Toll-Free SMS. Send and receive text messages with the same toll-free number used for voice calls
in the United States and Canada.
We charge on a per-message basis for most of our Programmable Messaging products.
Programmable Video
Programmable Video provides developers with the building blocks to add voice and video to web and
mobile applications. Developers can address multiple use cases such as remote customer care, multi-party
collaboration, video consultations and more by leveraging Programmable Video’s global cloud
infrastructure and powerful SDKs to build on WebRTC. Programmable Video includes:
• Twilio Video. Create rich, multi-party video experiences in web and mobile applications with
features such as one-to-one and multi-party video calling, cloud based recordings, screen sharing
etc.
• Network Traversal. Provide low-latency, cost-effective and reliable Session Traversal Utilities for
Network Address Translation (“STUN”) and Traversal Using Relay for Network Address
Translation (“TURN”) capabilities distributed across five continents. This functionality allows
developers to initiate peer-to-peer video sessions across any internet-connected device globally.
We charge on a per-connected-endpoint, per-active-endpoint and per-gigabit basis for our
Programmable Video products.
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Email
Our email products serve as a digital communication platform that enables businesses to engage with
their customers via email reliably and effectively, at scale. Businesses use our email products for both
transactional and marketing emails. Transactional emails include shipping notifications, friend requests,
password resets, and sign-up confirmations. Marketing emails include newsletters, advertising,
announcements, and related communications to large audiences.
• Integrations. Businesses can integrate our email API with multiple leading development
frameworks and client libraries, including Node.js, Ruby, Python, Go, Hypertext Preprocessor, Java,
and C#.
• Internet Protocol (“IP”), Management. Domains and links can be customized, whether sending
from shared IP address pools or a dedicated IP address, for improved reputation management and
delivery.
• Deliverability. Our custom Sender Policy Framework and DomainKeys Identified Mail record
creation is designed to eliminate domain spoofing and phishing.
• Mobile support. Our deep linking functionality enables email engagement for mobile apps.
• Security. Our two-factor authentication, API key permissions, and IP Address Access Management
helps enable secure management of our email API by our customers.
Super Network
Our Customer Engagement Platform is built on top of our Super Network, which powers Twilio’s
global connectivity and is the foundation for our trusted communications platform. It is a global network of
connections with numerous carriers globally to provide connectivity and phone numbers in approximately
100 countries. We do not own any physical network infrastructure. We use software to build a high
performance network that optimizes performance for our customers, providing resiliency and redundancy
to our platform, helping to minimize disruption from carrier delays or outages. The Super Network also
contains a set of API’s giving our customers access to more foundational components of our platform, like
phone numbers and Session Initiation Protocol (“SIP”) Trunking.
• Phone Number Provisioning. Acquire local, national, mobile and/or toll-free phone numbers on
demand in approximately 100 countries and connect them into the customers’ applications.
• Short Codes. A five to seven digit phone number in the United States, Canada and the
United Kingdom used to send and receive a high-volume of messages per second.
• Elastic SIP Trunking. Connect legacy voice applications to our Super Network over IP
infrastructure with globally available phone numbers and pay-as-you-go pricing.
• Interconnect. Connect privately to Twilio to enable enterprise grade security and quality of service
for Twilio Voice and Elastic SIP Trunking.
We charge on a per-minute or per-phone-number basis for most of our Super Network products.
Our Employees
As of December 31, 2019, we had a total of 2,905 employees, including 720 employees located outside
of the United States. None of our U.S. employees are represented by a labor union with respect to their
employment. Employees in certain of our non-U.S. subsidiaries have the benefits of collective bargaining
arrangements at the national level. We consider our relations with our employees to be good and have not
experienced interruptions of operations or work stoppages due to labor disagreements.
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Research and Development
Our research and development efforts are focused on building a trusted communications platform and
enhancing our existing products and developing new products.
Our research and development organization is built around small development teams. Our small
development teams foster greater agility, which enables us to develop new, innovative products and make
rapid changes to our infrastructure that increase resiliency and operational efficiency. Our development
teams designed, built and continue to expand our Customer Engagement Platform and Super Network.
As of December 31, 2019, we had 1,331 employees in our research and development organization. We
intend to continue to invest in our research and development capabilities to extend our platform and bring
the power of contextual communications to a broader range of applications, geographies and customers.
Sales and Marketing
Our sales and marketing teams work together closely to drive awareness and adoption of our
platform, accelerate customer acquisition and generate revenue from customers.
Our go-to-market model is primarily focused on reaching and serving the needs of developers. We are
a pioneer of developer evangelism and education and have cultivated a large global developer community.
We reach developers through community events and conferences, including our annual SIGNAL customer
and developer conference, 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-configure APIs, extensive self-service documentation and customer support team,
developers can build our products into their applications and then test such applications during an initial
free trial period that we provide. 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,
for a majority of our products. Our Flex contact center platform is generally offered on a per user, per
month basis or on a usage basis per agent hour. Our email API is offered on a monthly subscription basis,
while our Marketing Campaigns product is priced based on the number of email contacts stored on our
platform and the number of monthly emails sent to those contacts through our email API. Our self-serve
pricing matrix is publicly available and it allows for customers to receive automatic tiered discounts as their
usage of our products increases. As customers’ use of our products grows larger, some enter into
negotiated contracts with terms that dictate pricing, and typically include some level of minimum revenue
commitments. 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 managers or customer success advocates to ensure their satisfaction
and expand their usage of our products.
We also supplement our self-service model with a sales effort aimed at engaging larger potential
customers and existing customers through a direct sales approach. To help increase our awareness in the
enterprise, we have expanded our marketing efforts through programs like our Twilio Engage roadshow,
where we seek to bring business leaders and developers together to discuss the future of customer
engagement. We have developed products to support this effort as well, like the Twilio Enterprise Plan,
which provides capabilities for advanced security, access management and granular administration. Our
sales organization targets technical leaders and business leaders who are seeking to leverage software to
drive competitive differentiation. As we educate these leaders on the benefits of developing applications
incorporating 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 and sales engineering personnel.
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When potential customers do not have the available developer resources to build their own
applications, we refer them to either our technology partners who embed our products in the solutions that
they sell to other businesses (such as contact centers and sales force and marketing automation), or our
consulting partners who provide consulting and development services for organizations that have limited
software development expertise to build our platform into their software applications.
As of December 31, 2019, we had 1,205 employees in our sales and marketing organization.
Customer Support
We have designed our products and platform to be self-service and to require minimal customer
support. To enable this, we provide all of our users with helper libraries, comprehensive documentation,
how-tos and tutorials. We supplement and enhance these tools with the participation of our engaged
developer community. In addition, we provide support options to address the individualized needs of our
customers. All developers get free email-based support with API status notifications. Our developers can
also engage with the broader Twilio community to resolve certain issues.
We also offer three paid tiers of email and phone support with increasing levels of availability and
guaranteed response times. Our highest tier personalized plan is intended for our largest customers and
includes guaranteed response times that vary based on the priority of the request, a dedicated support
engineer, a duty manager and quarterly status review. Our support model is global, with 24x7 coverage and
support offices located in the United States, the United Kingdom, Estonia and Singapore. We currently
derive an insignificant amount of revenue from fees for customer support.
Competition
The market for Cloud Communications Platform is rapidly evolving and increasingly competitive. We
believe that the principal competitive factors in our market are:
• 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; and,
• the cost of deploying and using our products.
We believe that we compete favorably on the basis of the factors listed above. We believe that none of
our competitors currently competes directly with us across all of our product offerings.
Our competitors fall into four primary categories:
• legacy on-premises 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,
• software-as-a-service (“SaaS”) companies and cloud platform vendors that offer prepackaged
applications and platforms.
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Some of our competitors have greater financial, technical and other resources, greater name
recognition, larger sales and marketing budgets and larger intellectual property portfolios. As a result,
certain of 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 geographies where we do not operate. With the introduction of new
products and services and new market entrants, we expect competition to intensify in the future. Moreover,
as we expand the scope of our platform, we may face additional competition.
Intellectual Property
We rely on a combination of patent, copyright, trademark and trade secret laws in the United States
and other jurisdictions, as well as license agreements and other contractual protections, to protect our
proprietary technology. We also rely on a number of registered and unregistered trademarks to protect our
brand.
As of December 31, 2019, in the United States, we had been issued 131 patents, which expire between
2029 and 2037. As of such date, we also had 27 issued patents in foreign jurisdictions, all of which are
related to U.S. patents and patent applications. We have also filed various applications for protection of
certain aspects of our intellectual property in the United States and internationally. In addition, as of
December 31, 2019, we had 32 trademarks registered in the United States and 163 trademarks registered
in foreign jurisdictions.
We further seek to protect our intellectual property rights by implementing a policy that requires our
employees and independent contractors involved in development of intellectual property on our behalf to
enter into agreements acknowledging that all works or other intellectual property generated or conceived
by them on our behalf are our property, and assigning to us any rights, including intellectual property
rights, that they may claim or otherwise have in those works or property, to the extent allowable under
applicable law.
Despite our efforts to protect our technology and proprietary rights through intellectual property
rights, licenses and other contractual protections, unauthorized parties may still copy or otherwise obtain
and use our software and other technology. In addition, we intend to continue to expand our international
operations, and effective intellectual property, copyright, trademark and trade secret protection may not
be available or may be limited in foreign countries. Any significant impairment of our intellectual property
rights could harm our business or our ability to compete. Further, companies in the communications and
technology industries may own large numbers of patents, copyrights and trademarks and may frequently
threaten litigation, or file suit against us based on allegations of infringement or other violations of
intellectual property rights. We currently are subject to, and expect to face in the future, allegations that
we have infringed the intellectual property rights of third parties, including our competitors and
non-practicing entities.
Regulatory
We are subject to a number of U.S. federal and state and foreign laws and regulations that involve
matters central to our business. These laws and regulations may involve privacy, data protection,
intellectual property, competition, telecommunications, broadband, Voice over Internet Protocol
(“VoIP”), consumer protection, export taxation or other subjects. Many of the laws and regulations to
which we are subject are still evolving and being tested in courts and by regulatory authorities and could be
interpreted in ways that could harm our business. In addition, the application and interpretation of these
laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we
operate. Because U.S., federal, state and foreign laws and regulations have continued to develop and
evolve rapidly, it is possible that we or our products or our platform may not be, or may not have been,
compliant with each such applicable law or regulation.
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For example, GDPR, which took full effect on May 25, 2018, enhanced data protection obligations for
businesses and requires service providers (data processors) processing personal data on behalf of
customers to cooperate with European data protection authorities, implement security measures and keep
records of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to
the greater of € 20 million or 4% of global annual revenue. Given the breadth and depth of changes in data
protection obligations, meeting the requirements of GDPR has required significant time and resources,
including a review of our technology and systems currently in use against the requirements of GDPR. We
have taken steps to comply with GDPR, including integrating GDPR-compliant privacy protections into
our products and platform, commercial agreements and record-keeping practices to help us and our
customers meet the compliance obligations of GDPR. However, additional EU laws and regulations (and
member states’ implementations thereof) further govern the protection of consumers and of electronic
communications. If our efforts to comply with GDPR or other applicable U.S., federal, state or foreign
laws and regulations are not successful, we may be subject to penalties and fines that would adversely
impact our business and results of operations, and our ability to conduct business in the EU or other
regions could be significantly impaired.
In addition, the Telephone Consumer Protection Act of 1991 (“TCPA”), restricts telemarketing and
the use of automatic text messages without proper consent. The scope 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.
Corporate Information
Twilio Inc. was incorporated in Delaware in March 2008. Our principal executive offices are located at
101 Spear Street, First Floor, San Francisco, California 94105, and our telephone number is
(415) 390-2337. Our website address is www.twilio.com. Information contained on, or that can be accessed
through, our website does not constitute part of this Annual Report on Form 10-K.
Twilio, the Twilio logo and other trademarks or service marks of Twilio appearing in this Annual
Report on Form 10-K are the property of Twilio. Trade names, trademarks and service marks of other
companies appearing in this Annual Report on Form 10-K are the property of their respective holders.
Information about Geographic Revenue
Information about geographic revenue is set forth in Note 11 of our Notes to our Consolidated
Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K.
Available Information
The following filings are available through our investor relations website after we file them with the
Securities and Exchange Commission (“SEC”): Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and our Proxy Statement for our annual meeting of stockholders. These filings are also
available for download free of charge on our investor relations website. Our investor relations website is
located at http://investors.twilio.com. The SEC also maintains an Internet website that contains 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 webcast 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
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also available on our investor relations website under the heading “Corporate Governance.” The contents
of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or
in any other report or document we file with the SEC, and any references to our websites are intended to
be inactive textual references only.
Item 1A. Risk Factors
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
Annual Report on Form 10-K, including Part II, Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our consolidated financial statements and related notes appearing
elsewhere in this Annual Report on Form 10-K. 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
prospects could be materially and adversely affected. In that event, the market price of our Class A common
stock could decline.
Risks Related to Our Business and Our Industry
The market for our products and platform is new 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, and we have been developing and providing a cloud-based platform that
enables developers and organizations to integrate voice, messaging, video and email communications
capabilities into their software applications. This market is relatively new and unproven and is subject to a
number of risks and uncertainties. We believe that our revenue currently constitutes a significant portion
of the total revenue in this market, and therefore, we believe that our future success will depend in large
part on the growth, if any, of this market. The utilization of APIs by 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 the functionality of our products
and bringing new technologies to market to increase market acceptance and use of our platform. 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 there could be a reduction in
demand for our products as a result of a lack of developer acceptance, technological challenges, competing
products and services, decreases in spending by current and prospective customers, weakening economic
conditions 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 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 have experienced substantial growth in our business since inception. For example, our headcount
has grown from 1,440 employees on December 31, 2018 to 2,905 employees on December 31, 2019. In
addition, we are rapidly expanding our international operations. Our international headcount grew from
351 employees as of December 31, 2018 to 720 employees as of December 31, 2019. We expect to continue
to expand our international operations 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.
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We believe that our corporate culture has been a critical component of our success. We have invested
substantial time and resources in building our team and nurturing our culture. As we expand our business
in the U.S. and non-U.S. regions 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
become more complex. In order to manage these increasing complexities, we will need to continue to scale
and adapt our operational, financial and management controls, as well as our reporting systems and
procedures. The expansion of our systems and infrastructure will require us to commit substantial
financial, operational and management resources before our revenue increases and without any assurances
that our revenue will increase.
Finally, continued growth could strain our ability to maintain reliable service levels for our customers.
If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business,
results of operations and financial condition could be adversely affected.
Our quarterly results may fluctuate, and if we fail to meet securities analysts’ and investors’ expectations, then the
trading price of our Class A common stock and the value of your investment could decline substantially.
Our results of operations, including the levels of our revenue, cost of revenue, gross margin and
operating expenses, have fluctuated from quarter 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 outside
of our control, may be difficult to predict and may or may not fully reflect the underlying performance of
our business. If our quarterly results of operations or forward-looking quarterly and annual financial
guidance 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 and attract new customers;
• fluctuations in the amount of revenue from our Active Customer Accounts;
• our ability to attract and retain enterprises and international organizations as customers;
• our ability to introduce new products and enhance existing products;
• competition and the actions of our competitors, including pricing changes and the introduction of
new products, services and geographies;
• changes in laws, industry standards, regulations or regulatory enforcement, in the United States or
internationally, including SHAKEN/STIR and other robocalling prevention and anti-spam
standards as well as enhanced Know-Your-Client processes that impact our ability to market, sell or
deliver our products;
• the number of new employees;
• changes in network service provider fees that 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;
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• 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;
• changes in the size and complexity of our customer relationships;
• the length and complexity of the sales cycle for our services, especially for sales to larger
enterprises, government and regulated organizations;
• change in the mix of products that our customers use;
• change in the revenue mix of U.S. and international 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, additional systems
and processes and research and development of new products and services;
• significant security breaches of, technical difficulties with, or interruptions to, the delivery and use
of our products on our platform;
• the timing of customer payments and any difficulty in collecting accounts receivable from
customers;
• general economic conditions that may adversely affect a prospective customer’s ability or
willingness to adopt our products, delay a prospective customer’s adoption decision, reduce the
revenue that we generate from the use of our products or affect customer retention;
• 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;
• 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 the follow-on
costs of integration;
• our ability to realize the anticipated benefits from the acquisition of SendGrid, including the ability
to retain SendGrid customers and to cross-sell additional products; and
• fluctuations in stock-based compensation expense.
The occurrence of one or more of the foregoing and other factors may cause our results of operations
to vary significantly. As such, we believe that quarter-to-quarter comparisons of our results of operations
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 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.
Additionally, certain large scale events, such as major elections 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 quality of our products during those events. We also tend to
experience increased expenses in connection with the hosting of SIGNAL, our customer and developer
conference, which we hosted in the third quarter of 2019 and plan to host annually. Such annual and one-
time events may cause fluctuations in our results of operations and may impact both our revenue and
operating expenses.
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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, 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 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, reputation and customer trust. 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 increase revenue, this revenue still may not be enough to offset
the increased expenses we incur. If we do not successfully maintain and enhance our brand, then our
business may not grow, we may see our pricing power reduced relative to competitors and we may lose
customers, all 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 (including any customers acquired in connection with our
acquisitions) 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.
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. 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. 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 and may 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 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
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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, 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 developer 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 guarantee
that any such investments will lead to the cost-effective acquisition of additional customers. We also cannot
guarantee that our current or future marketing efforts will be as effective in attracting new or existing
customers to purchase products historically offered by SendGrid. 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.
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
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market include completeness of offering, credibility with developers, global reach, ease of integration and
programmability, product features, platform scalability, reliability, deliverability, 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
• software-as-a-service (“SaaS”) companies and cloud platform vendors that offer prepackaged
applications and platforms.
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 also may choose to build some of the functionality our
products provide, 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
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 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 $307.1 million,
$121.9 million and $63.7 million in the years ended December 31, 2019, 2018 and 2017, respectively. We
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had an accumulated deficit of $678.8 million as of December 31, 2019. 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
development 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 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.
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, including products like 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 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
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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 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 technology partner customers and add new technology
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 technology partner customers. Technology 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 either our
technology partners who embed our products in the solutions that they sell to other businesses or our
consulting partners who provide consulting and development services for organizations that have limited
software development expertise to build our platform into their software applications.
As part of our growth strategy, we intend to expand our relationships with existing technology partner
customers and add new technology partner customers. If we fail to expand our relationships with existing
technology partner customers or establish relationships with new technology 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 a substantial majority of our cloud infrastructure to Amazon Web Services (“AWS”),
which hosts our products and platform. Our customers 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 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, or 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.
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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 for cause
upon notice and upon our failure to cure a breach within 30 days from the date of such notification.
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, erode customer trust, 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 and internet service providers for our network service
and connectivity and disruption or deterioration in the quality of these services could adversely effect our business,
results of operations and financial condition.
We currently interconnect with 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, we expect that we will continue to rely on network
service providers for these services. Where we don’t have direct access to phone numbers, 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.
At times, network service providers have instituted additional fees due to regulatory, competitive or
other industry related changes that increase our network costs. For example, in February 2020, a major
U.S. mobile carrier introduced a new Application to Person (A2P) SMS service offering that adds a new
fee for A2P SMS messages delivered to its subscribers. We expect other U.S. mobile carriers to follow suit.
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 do so in the future without a
material negative impact to our business. In the case of this new A2P SMS fee, we are passing these fees on
to our customers who are sending SMS messages to this carrier’s subscribers. This is expected to increase
our revenue and cost of revenue, but it is not expected to impact the gross profit dollars received for
sending these messages. However, mathematically this would still have 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 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
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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.
We also interconnect with internet service providers around the world to enable 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. 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.
Our future success depends in part on our ability to drive the adoption of our products by international customers.
In the years ended December 31, 2019, 2018 and 2017, we derived 29%, 25% and 23% 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 December 31, 2018 and December 31,
2019, our international headcount grew from 351 employees to 720 employees. We expect to open
additional international 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 or with 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 departure of the
U.K. from the European Union (“EU”) (“Brexit”), which has created an uncertain political and
economic environment, instability for businesses, volatility in global financial markets and the value
of foreign currencies, all of which could disrupt trade, the sale of our services and the mobility of
our employees and contractors between the United Kingdom, EU and other jurisdictions. Any
long–term impact from Brexit on our business and operations will depend, in part, on the outcome
of the U.K.’s negotiations on tariffs, tax treaties, trade, regulatory, and other matters and may
require us to expend significant time and expense to make adjustments to our business and
operations.
• 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;
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• new and different sources of competition or other changes to our current competitive landscape;
• understanding and reconciling different technical standards, data privacy and telecommunications
regulations, 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 the General Data Protection Regulation (“GDPR”), which went into
effect on May 25, 2018 and laws, regulations and industry standards relating to data privacy, data
localization and security enacted in countries and other regions in which we operate or do business;
• 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 non-U.S.
jurisdictions;
• 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;
• 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;
• 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 on employees, contractors, customers,
partners, travel and the global economy; 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, 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
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.
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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 or other similar data. 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 personal data 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 personal data 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 personal data 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.
For example, in April 2016 the EU adopted the GDPR, which took full effect on May 25, 2018. The
GDPR enhances data protection obligations for businesses and requires service providers (data
processors) processing personal data on behalf of customers to cooperate with European data protection
authorities, implement security measures and keep records of personal data processing activities.
Noncompliance with GDPR can trigger fines equal to or greater of €20 million or 4% of global annual
revenues. Given the breadth and depth of changes in data protection obligations, preparing to meet the
requirements of GDPR has required significant time and resources, including a review of our technology
and systems currently in use against the requirements of GDPR. There are also additional EU laws and
regulations (and member states implementations thereof) which govern the protection of consumers and
of electronic communications. If our efforts to comply with GDPR or other applicable EU laws and
regulations are not successful, we may be subject to penalties and fines that would adversely impact our
business and results of operations, and our ability to conduct business in the EU could be significantly
impaired.
We have in the past relied on the EU-U.S. and the Swiss-U.S. Privacy Shield frameworks approved by
the European Commission in July 2016 and the Swiss Government in January 2017, respectively, which
were designed to allow U.S. corporations to self-certify to the U.S. Department of Commerce and publicly
commit to comply with the Privacy Shield requirements to freely import personal data from the EU and
Switzerland. However, ongoing legal challenges to these frameworks has resulted in some uncertainty as to
their validity. While our Binding Corporate Rules, approved in May 2018, now serve as our primary
mechanism to legitimize data transfers from the European Economic Area, we may nonetheless
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 a European Union Court of
Justice ruling negatively impacting the Privacy Shield frameworks. We and our customers are at risk of
enforcement actions taken by an EU data protection authority until such point in time that we are able to
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 to and from the U.K.
Furthermore, outside of the EU, we continue to see increased regulation of data privacy and security,
including the adoption of more stringent subject matter specific state laws in the United States. For
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example, on July 8, 2019, Brazil enacted the General Data Protection Law (Lei Geral de Proteção de
Dados Pessoais) (Law No. 13,709/2018) (“LGPD”) regulating the processing of personal data, which will
take effect in August 2020. Also, on June 28, 2018, California enacted the California Consumer Privacy
Act (“CCPA”), which took effect on January 1, 2020. The CCPA gives California residents expanded
rights to access and delete their personal information, opt out of certain personal information sharing, and
receive detailed information about how their personal information is used. The CCPA provides for civil
penalties for violations, as well as a private right of action for data breaches that is expected to increase
data breach litigation. The CCPA may increase our compliance costs and potential liability. Some
observers have noted that the CCPA could mark the beginning of a trend toward more stringent state
privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.
As well, we continue to see jurisdictions imposing data localization laws, which require personal
information, or certain subcategories of personal information to be stored in the jurisdiction of origin.
These regulations may inhibit our ability to expand into those markets or prohibit us from continuing to
offer services in those markets without significant additional costs.
The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of
compliance, delay or reduce demand for our services, restrict our ability to offer services in certain
locations, impact our customers’ ability to deploy our solutions in certain jurisdictions, or subject us to
sanctions, by national data protection regulators, all of which could harm our business, financial condition
and results of operations.
Additionally, 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.
We also may be bound by contractual obligations relating to our collection, use and disclosure of
personal, financial and other data or 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 expect that there will continue to be new proposed laws, rules of self-regulatory bodies,
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, rules, regulations and standards may have on our business. Moreover, 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. 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 and compliance with such new
laws or to changes to existing laws may impact our business and practices, require us to expend significant
resources to adapt to these changes, or to stop offering our products in certain countries. These
developments could adversely affect our business, results of operations and financial condition.
Any failure or perceived failure by us, our products or our platform to comply with new or existing
U.S., EU or other foreign privacy or data security laws, regulations, policies, industry standards or legal
obligations, or any security incident that results in the unauthorized access to, or acquisition, release or
transfer of, personal data or other customer data may result in governmental investigations, inquiries,
enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential
loss of business. For example, in February 2016, a putative class action complaint was filed in the Alameda
County Superior Court in California and alleged that our products permitted the interception, recording
and disclosure of communications at certain of our customers’ request in a manner that violated the
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California Invasion of Privacy Act. This litigation has now settled, but actions in the future could lead to
similar claims and include damages and related penalties that could divert management’s attention and
resources, as well as adversely affect our brand, 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 operations and financial condition.
As a provider of communications products, we are subject to existing or potential Federal
Communications Commission (“FCC”) regulations relating to privacy, telecommunications, consumer
protection and other requirements. In addition, classification of our voice communications products as
telecommunications or interconnected VoIP services or the extension of telecommunications regulations
to our non-interconnected VoIP 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, could erode customer trust, 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, 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 (“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 and taxes 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.
In addition, Congress and the FCC are attempting to mitigate the scourge of robocalls by requiring
participation in a technical standard called SHAKEN/STIR, which allows carriers to authenticate caller
ID, prohibiting malicious spoofing.
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.
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. Moreover, the regulation of
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communications platform-as-a-service (“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 significant uncertainties. Regulators could claim that our products or services are subject to
licensing and communications regulatory requirements and could increase the level of scrutiny and
enforcement they apply. 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, we are not considered a regulated telecommunications business subject to regulations
surrounding payment into universal service funds and provision of emergency services but in other
countries the provision of VoIP services may be a regulated telecommunications business. 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 or if 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 meet those requirements. Any of
the foregoing could adversely affect our business, results of operations and financial condition.
If we are unable to obtain or retain geographical, 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, regional, local
and toll-free direct inward dialing numbers (“DIDs”), in the United States and foreign countries at a
reasonable cost and without overly burdensome restrictions. Our ability to obtain allocations of, assign and
retain DIDs depends on factors outside of our control, such as applicable regulations, the practices of
authorities that administer national numbering plans or of network service providers from whom we can
provision 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.
In addition, in order to obtain allocations of, assign and retain telephone numbers in the European
Union or certain other 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
phone numbers 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 phone numbers 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. If we or our customers use phone
numbers in these countries in a manner that violates applicable rules and regulations, we may also be
subject to significant penalties or governmental action, including government-initiated audits and, in
extreme cases, may be precluded from doing business in that particular country. In the event of such non-
compliance, we may be forced to reclaim phone numbers from our customers, which could result in loss of
customers, breach of contract claims, loss of revenue, reputational harm, and erosion of customer trust, all
of which could have a material adverse effect on our business, results of operations and financial condition.
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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 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 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.
Any of the foregoing factors could adversely affect our business, results of operations and financial
condition.
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing
regulations, 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. 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, including but not limited to SHAKEN/STIR,
our business, results of operations and financial condition could be adversely affected. If new technologies
emerge that are able to deliver competitive products and services at lower prices, more efficiently, more
conveniently or more securely, such technologies could adversely impact our ability to compete effectively.
Our platform must integrate with a variety of 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. Similarly,
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.
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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 infrastructures is outside of our control and, therefore, we are not in full control of whether we meet
our 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 and erode customer trust.
Breaches of our networks or systems, or those of 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 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. 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 (such as malware, viruses, worms, and ransomware), employee theft or misuse,
password spraying, phishing, 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. While we devote significant financial and personnel resources to implement and
maintain security measures, 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 required to make further investments over time to protect data and
infrastructure as cybersecurity threats develop, evolve and grow more complex over time. We may also 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 a 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 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 disruption of us or our service
providers, such as AWS, could result in loss of confidential information, damage to our reputation, erosion
of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other
liabilities. 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), compromise
or the mishandling of data by our employees and contractors, 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
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will be available 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.
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 and erode customer trust. 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.
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 years ended December 31, 2019, 2018 and 2017, our 10 largest Active Customer Accounts,
which consisted of both Base and Variable Customers, generated an aggregate of 13%, 18% and 19% of
our revenue, respectively. A significant portion of our revenue comes from a Variable Customer,
WhatsApp.
In the years ended December 31, 2019, 2018 and 2017, WhatsApp accounted for 5%, 7% and 6% 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 event that any of our large Base or Variable 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.
If we are unable to develop and maintain successful relationships with consulting partners, our business, results of
operations and financial condition could be adversely affected.
We believe that continued growth of our business depends in part upon identifying, developing and
maintaining strategic relationships with consulting partners. As part of our growth strategy, we intend to
further develop partnerships and specific solution areas with consulting partners. If we fail to establish
these relationships 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 developing
these relationships but there are problems or issues with the integrations or enterprises are not willing to
purchase through consulting partners, our reputation and ability to grow our business may be adversely
affected.
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Any failure to offer high quality customer support may adversely affect our relationships with our customers and
prospective customers, and adversely affect our business, results of operations and financial condition.
Many of our customers depend on 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 affect our ability to retain existing customers and could prevent 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 to compete with changes in the support services provided by our
competitors. Increased demand for customer support, without corresponding revenue, could increase costs
and adversely affect our business, results of operations and financial condition. Our sales are highly
dependent on our business reputation and on positive recommendations from developers. Any failure to
maintain high quality customer support, or a market perception that we do not maintain high quality
customer support, could erode customer trust and adversely affect our reputation, 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.
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 that may be outside
of our control and 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.
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 have been sued, and may, in the future, be sued by third parties for alleged infringement of their 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. Our
future success depends, in part, on not infringing the intellectual property rights of others and we may be
unaware of the intellectual property rights of others that may cover some or all of our technology. Our
competitors or other third parties have claimed and may, in the future, claim that our products or platform
and underlying technology are infringing upon their intellectual property rights, and we may be found to
be infringing upon such rights. For example, Telesign Corporation (“Telesign”) sued Twilio in 2015 and
2016 alleging that we are infringing four U.S. patents that it holds: U.S. Patent No. 7,945,034 (“034”), U.S.
Patent No. 8,462,920 (“920”), U.S. Patent No. 8,687,038 (“038”), and U.S. Patent No. 9,300,792 (“792”).
The patent infringement allegations in the lawsuit relate to the Company’s two-factor authentication use
case, Authy, and an API tool to find information about a phone number. On October 19, 2018, a United
States District Court in the Northern District of California entered judgment in our favor on all asserted
claims. Telesign appealed, and the Court of Appeals for the Federal Circuit affirmed the judgment in the
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Company’s favor on January 9, 2020. Telesign has not indicated whether it will further appeal. See the
section titled “Item 1. Legal Proceedings.” We intend to vigorously defend ourselves against such lawsuits
and believe we have meritorious defenses to matters in which we are a defendant. 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 also introduce or acquire new products or technologies, including in areas
where we historically have not participated in, which could increase our exposure to intellectual property
claims. Any claims or litigation could cause us to incur significant expenses 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 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. Litigation is
inherently uncertain and 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 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 otherwise be liable to them for losses suffered or incurred
as a result of claims of intellectual property infringement, loss or exposure of confidential or sensitive data,
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. Although typically we
contractually limit our liability with respect to such obligations, 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, 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 laws in the U.S. and in non-U.S.
jurisdictions so that we can prevent others from using our inventions and proprietary information. As of
December 31, 2019, in the United States, we had been issued 131 patents, which expire between 2029 and
2037. As of such date, we also had 27 issued patents in non-U.S. jurisdictions, all of which are related to
U.S. patents and patent applications. We have also filed various applications for protection of certain
aspects of our intellectual property in the United States and internationally. There can be no assurance
that additional patents will be issued or that any patents that have been issued or that may be issued in the
future will provide significant protection for our intellectual property. As of December 31, 2019, we had 32
registered trademarks in the United States and 163 registered trademarks in non-U.S. jurisdictions. If we
fail to protect our intellectual property rights adequately, our competitors might gain access to our
technology and our business, results of operations and financial condition may be adversely affected.
There can be no assurance that the particular forms of intellectual property protection that we seek,
including business decisions about when to file patent applications and trademark applications, will be
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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 and have an adverse effect on our business, results of operations and 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.
We may acquire or invest in companies, which may divert our management’s attention and result in debt or
dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or
achieve the expected benefits of such acquisitions.
We may evaluate and consider potential strategic transactions, including acquisitions of, or
investments in, businesses, technologies, services, products and other assets in the future. We also may
enter into relationships with other businesses to expand our products and platform, which could involve
preferred or exclusive licenses, additional channels 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 or delays in 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, their products or services are not easily
adapted to work with our platform, or we have difficulty retaining the customers of any acquired business
due to changes in ownership, management or otherwise. In addition, we may discover liabilities or
deficiencies associated with the assets or companies we acquire or ineffective or inadequate controls,
procedures or policies at an acquired business that were not identified in advance, any of which could
result in significant unanticipated costs. Acquisitions also may disrupt our business, divert our resources or
require significant management attention that would otherwise be available for development of our
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existing business. Moreover, the anticipated benefits of any acquisition, investment or business relationship
may not be realized or we may be exposed to unknown risks or liabilities.
Negotiating these transactions can be time consuming, difficult and expensive, and our ability to
complete these transactions may often be subject to approvals that are beyond our control. Consequently,
these transactions, even if announced, may not be completed. For one or more of 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 employees of the acquired company or integrating diverse
software codes or business cultures;
• encounter difficulties retaining the acquired company’s customers; or
• 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 on the continued services of our senior management and other key employees, the loss of any of
whom could adversely affect our business, results of operations and financial condition.
Our future performance depends on the continued services and contributions of our senior
management and other key employees to execute on our business plan, to develop our products and
platform, to deliver our products to customers, to attract and retain customers and to identify and pursue
opportunities. The loss of services of senior management or other key employees could significantly delay
or prevent the achievement of our development and strategic objectives. In particular, we depend to a
considerable degree 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 and 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 any of our senior management or other key employees for
any reason 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.
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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 number 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.
United States federal legislation and international laws impose certain obligations on the senders of commercial
emails, which could minimize the effectiveness of our platform, 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, or 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 things, the CAN-SPAM Act, obligates the sender of
commercial emails to provide 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 (e.g., alcoholic beverages, tobacco products, illegal drugs) or that
contain content harmful to minors (e.g., pornography) 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, such as Australia, Canada, and the European Union, have enacted
laws that regulate sending email, and some of these laws 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 to receipt of such email, or in other words has “opted-in” to receiving 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, 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 change one or more aspects of the way we
operate our business, which could impair our 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 restricts telemarketing and
the use of automatic SMS text messages without explicit customer consent. 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
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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, despite our ongoing and substantial efforts to limit such use, 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. 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.
Moreover, our customers’ and other users’ promotion of their products and services through our platform
might not comply with federal, state, and foreign laws. 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 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 would expose us to liability under applicable
law. Even if claims asserted against us do not result in liability, we may incur substantial costs in
investigating and defending such claims. 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 avoid future liability.
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, although 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 source code for 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 complied with the conditions of one or more of
these licenses, 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, could result in customer dissatisfaction
and may adversely affect our business, results of operations and financial condition.
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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 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”, 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.
The standards that private entities and inbox service providers use to regulate the use and delivery of email have
in the past interfered with, and may in the future interfere with, the effectiveness of our platform and our ability to
conduct business.
Some of our customers rely on email to communicate with their existing or prospective customers.
Various private entities attempt to regulate the use of email for commercial solicitation. These entities
often advocate standards of conduct or practice that significantly exceed current legal requirements and
classify certain email solicitations that comply with current legal requirements as spam. Some of these
entities maintain “blacklists” of companies and individuals, and the websites, inbox service providers and
IP addresses associated with those entities or individuals that do not adhere to those standards of conduct
or practices for commercial email solicitations that the blacklisting entity believes are appropriate. If a
company’s IP addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked
if they are sent to any internet domain or internet address that subscribes to the blacklisting entity’s service
or uses its blacklist.
From time to time, some of our IP addresses have become, and we expect will continue to be, listed
with one or more blacklisting entities due to the messaging practices of our customers and other users. We
may be at an increased risk of having our IP addresses blacklisted due to our scale and volume of email
processed, compared to our smaller competitors. While the overall percentage of such email solicitations
that our individual customers send may be at or below reasonable standards, the total aggregate number of
all emails that we process on behalf of our customers may trigger increased scrutiny from these blacklisting
entities. 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, blacklisting 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. While we continually
improve our own technology and work closely with inbox service providers to maintain our deliverability
rates, 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. In addition, some inbox service providers categorize as “promotional” emails that
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originate from email service providers and, as a result, direct them to an alternate or “tabbed” section of
the recipient’s inbox. If inbox service providers materially limit or halt the delivery of our customers’
emails, or if we fail to deliver our customers’ emails in a manner compatible with inbox service providers’
email handling or authentication technologies or other policies, or if the open rates of our customers’
emails are negatively impacted by the actions of inbox service providers to 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.
We may be subject to governmental export controls and economic sanctions regulations that could impair our
ability to compete in international markets due to licensing requirements and could subject us to liability if we are
not in compliance with applicable laws.
Certain of our products and services may be subject to export control and economic sanctions
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. Exports of our products and the provision of our services must be made in
compliance with these laws and regulations. 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 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 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 export or
economic sanctions regulations, 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 limitation 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.
Our reliance on SaaS technologies from third parties may adversely affect our business, results of operations and
financial condition.
We rely on hosted SaaS technologies from third parties in order to operate critical internal functions
of our business, including enterprise resource planning, customer support and customer relations
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management services. If these services become unavailable due to extended outages or interruptions, or
because they are no longer available on commercially reasonable terms or prices, our expenses could
increase. As a result, our ability to manage 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 of which could adversely affect our business,
results of operations and financial condition.
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-length pricing standards for our intercompany transactions and our
state sales and use tax positions. In determining the adequacy of income taxes, we assess the likelihood of
adverse outcomes that could result if our tax positions were challenged by the Internal Revenue Service
(“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 $27.0 million on our December 31, 2019 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 historical 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. In many of these
jurisdictions, non-income-based taxes, such as sales and use and telecommunications taxes, are assessed on
our operations. We are subject to indirect taxes, and may be subject to certain other taxes, in some of these
jurisdictions. Historically, we have not billed or collected these taxes and, in accordance with generally
accepted accounting principles in the United States (“U.S. 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. These estimates include several key assumptions,
including, but not limited to, the taxability of our products, the jurisdictions in which we believe we have
nexus, 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 subject to scrutiny from state tax authorities in various jurisdictions and may have
additional exposure related to our historical 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 affect our business, results of operations and
financial condition.
Effective March 2017, we began collecting telecommunications-based taxes from our customers in
certain jurisdictions. Since then, we have added more jurisdictions where we collect these taxes and we
expect to continue expanding the number of jurisdictions in which we will collect these taxes in the future.
Some customers may 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.
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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 in jurisdictions where we and our affiliates do business have had an
extended focus on issues related to the taxation of multinational companies. In addition, the Organization
for Economic Co-operation and Development is conducting a project focused on base erosion and profit
shifting in international structures, which seeks to establish certain international standards for taxing the
worldwide income of multinational companies. As a result of these developments, the tax laws of certain
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 services 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 used in these transactions, which
increases our risk of exposure 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 services. 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 scams and other fraudulent
schemes. Although our customers are required to set passwords or personal identification numbers to
protect their accounts, third parties have 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 successful in eliminating 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.
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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 exposure to the effects of fluctuations in currency
exchange rates grows. For example, global political events, including Brexit, trade tariff developments and
other geopolitical 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 transacted with customers in Japan in Japanese Yen, in Australia in AUD and in Europe in GBP,
Euros and Swedish Kronas. 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 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.
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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, 2019, we had federal, state and foreign net operating loss carryforwards
(“NOLs”), of $1,159.3 million, $630.2 million and $13.8 million, respectively, due to prior period losses. In
the year ended December 31, 2019, as a result of our SendGrid acquisition, we assumed a $56.2 million
deferred tax liability, as described in Notes 6 and 16 to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. In general, under Section 382 of the Internal Revenue
Code of 1986, as amended (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.
On December 22, 2017, the U.S. government enacted new tax legislation commonly referred to as the
Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax
code including changes to the uses and limitations of net operating losses. For example, while the Tax Act
allows for federal net operating losses incurred in tax years beginning after December 31, 2017 to be
carried forward indefinitely, the Tax Act also imposes an 80% limitation on the use of net operating losses
that are generated in tax years beginning after December 31, 2017. However, net operating losses
generated prior to December 31, 2017 will still have a 20-year carryforward period, but are not subject to
the 80% limitation.
Furthermore, our ability to utilize our net operating losses is conditioned upon our maintaining
profitability in the future and generating U.S. federal taxable income. Since we do not know whether or
when we will generate the U.S. federal taxable income necessary to utilize our remaining net operating
losses, these net operating loss carryforwards generated prior to December 31, 2017 could expire unused.
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
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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 II, Item 7, “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 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.
For example, a new accounting guidance, Accounting Standards Codification (“ASC”) 842, “Leases”,
became effective January 1, 2019. The adoption of this new guidance had a significant impact on our
balance sheet as described in detail in Notes 2 and 5 to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. 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 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, or
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.
We reported in our Annual Report on Form 10-K as of December 31, 2017, a material weakness
related to the tracking of qualifying internal use software development costs eligible for capitalization.
During 2018, we completed the remediation measures related to our previously reported material
weakness and concluded that our internal control over financial reporting was effective as of December 31,
2018. However, completion of remediation does not provide assurance that our remediated controls will
continue to operate properly or that our financial statements will be free from error.
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
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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 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.
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 December 31, 2019, we carried a net $2,757.6 million of goodwill and intangible assets. 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.
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 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 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. In addition, natural disasters, pandemics and acts of terrorism could cause disruptions in our or
our customers’ businesses, national economies or the world economy as a whole. For example, the rapid
spread of coronavirus (Covid-19) globally has resulted in increased travel restrictions and disruption and
shutdown of businesses. Health concerns or political or governmental developments in countries in which
we or our customers, partners and service providers operate could result in economic, social or labor
instability and could have a material adverse effect on our business and our results of operations and
financial condition. The extent to which the coronavirus impacts our results will depend on future
developments, which are highly uncertain and will include emerging information concerning the severity of
the coronavirus and the actions taken by governments and private businesses to attempt to contain the
coronavirus. Any prolonged contractions in the travel and hospitality industries, along with any effects on
supply chain or on other industries in which our customers operate, could materially and adversely impact
our business, results of operations and financial condition.
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
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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 users may
harm our reputation and our ability to retain existing users and attract new users.
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 in June 2016, 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 December 31, 2019, the trading price of our Class A common stock has ranged from
$22.80 per share to $151.00 per share. The trading price of our Class A common stock may continue to
fluctuate significantly in response to numerous factors, many of which are beyond our control, 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 us or our stockholders;
• 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;
• new laws or regulations or new interpretations of existing laws or regulations applicable to our
business, including regulations relating to the prevention of spam and robocalls;
• 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;
• changes in accounting standards, policies, guidelines, interpretations or principles;
• any significant change in our management; and
• general economic conditions and slow or negative growth of our markets.
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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, subject to applicable
insider trading policies. Certain holders of our Class A common stock have rights, subject to some
conditions, to require us to file registration statements covering their shares or to include their shares in
registration statements that we may file for our stockholders or ourselves.
The dual class structure 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 their respective affiliates. 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 December 31, 2019, our directors, executive officers and their respective affiliates, held in the
aggregate 28.6% of the voting power of our capital stock. Because of the 10-to-one voting ratio between
our Class B common stock and Class A common stock, the holders of our Class B common stock
collectively will continue to control a majority 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 28, 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.
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
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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.
Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and
restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our amended and restated certificate of incorporation, 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 board of directors. Among other things, our amended and restated
certificate of incorporation and amended and restated bylaws include provisions:
• authorizing “blank check” preferred stock, which could be issued by our board of directors 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 board of directors is classified into three classes of directors with staggered
three-year terms;
• prohibit stockholder action by written consent, which requires 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 board of directors; and
• controlling the procedures for the conduct and scheduling of board of directors and stockholder
meetings.
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, 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, 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.
We do not expect to declare any dividends in the foreseeable future.
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.
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Risks Related to the Outstanding Notes
Servicing our future debt may require a significant amount of cash, and we may not have sufficient cash flow
from our business to pay our indebtedness.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our
indebtedness, including our 0.25% convertible senior notes due 2023 (the “Notes”), depends on our future
performance, which is subject to economic, financial, competitive and other factors beyond our control.
Our business may not generate cash flow from operations in the future sufficient to service our debt and
make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to
adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt
financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any
future indebtedness will depend on the capital markets and our financial condition at such time. We may
not be able to engage in any of these activities or engage in these activities on desirable terms, which could
result in a default on our debt obligations. In addition, any of our future debt agreements may contain
restrictive covenants that may prohibit us from adopting any of these alternatives. Our failure to comply
with these covenants could result in an event of default which, if not cured or waived, could result in the
acceleration of our debt.
We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Notes or to
repurchase the Notes for cash upon a fundamental change, and our future debt may contain limitations on our
ability to pay cash upon conversion of the Notes or to repurchase the Notes.
Subject to limited exceptions, holders of the Notes have the right to require us to repurchase their
Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to
100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the fundamental change repurchase date. In addition, upon conversion of the Notes, unless
we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying
cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the
Notes being converted. However, we may not have enough available cash or be able to obtain financing at
the time we are required to make repurchases of Notes surrendered therefor or pay any cash amounts due
upon conversion. In addition, our ability to repurchase the Notes or to pay cash upon conversions of the
Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.
Our failure to repurchase Notes at a time when the repurchase is required by the indenture governing the
Notes or to pay any cash payable on future conversions of the Notes as required by such indenture would
constitute a default under such indenture. A default under the indenture or the fundamental change itself
could also lead to a default under agreements governing our future indebtedness. If the repayment of the
related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have
sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon
conversions thereof.
The triggering of the conditional conversion feature of the Notes could adversely affect our financial condition and
operating results.
In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be
entitled to convert the Notes at any time during specified periods at their option. This conditional
conversion feature was triggered during the three months ended December 31, 2019, as the last reported
sale price of our Class A common stock was more than or equal to 130% of the conversion price for at
least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on
December 31, 2019 (the last trading day of the calendar quarter), and therefore the Notes are currently
convertible, in whole or in part, at the option of the holders between January 1, 2020 through March 31,
2020. Whether the Notes will be convertible following such period will depend on the continued
satisfaction of this condition or another conversion condition in the future. If one or more holders elect to
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convert their Notes during a period in which the Notes are convertible, unless we elect to satisfy our
conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in
lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion
obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if
holders do not elect to convert their Notes, under certain circumstances, such as a fundamental change or
default, as described in the indenture, we could be required under applicable accounting rules to reclassify
all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which
would result in a material reduction of our net working capital.
The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a
material effect on our reported financial results.
Under Financial Accounting Standards Board Accounting Standards Codification 470-20, Debt with
Conversion and Other Options, which we refer to as ASC 470-20, an entity must separately account for the
liability and equity components of convertible debt instruments (such as the Notes) that may be settled
entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.
ASC 470-20 requires the value of the conversion option of the Notes, representing the equity component,
to be recorded as additional paid-in capital within stockholders’ equity in our consolidated balance sheet
and as a discount to the debt component of the Notes, which reduces their initial debt carrying value
reflected as a liability on our balance sheets. The carrying value of the debt component of the Notes, net of
the discount recorded, will be accreted up to the principal amount of the Notes from the issuance date
until maturity, which will result in non-cash charges to interest expense in our consolidated statement of
operations. Accordingly, we will report lower net income or higher net loss in our financial results because
ASC 470-20 requires interest to include both the current period’s accretion of the debt discount and the
instrument’s coupon interest, which could adversely affect our reported or future financial results, the
trading price of our Class A common stock and the trading price of the Notes.
In addition, under certain circumstances, convertible debt instruments (such as the Notes) that may be
settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect
of which is that the shares issuable upon conversion of the Notes are not included in the calculation of
diluted earnings per share except to the extent that the conversion value of the Notes exceeds their
principal amount. Under the treasury stock method, for diluted earnings per share purposes, the
transaction is accounted for as if the number of shares of Class A common stock that would be necessary
to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the
accounting standards in the future will continue to permit the use of the treasury stock method. If we are
unable to use the treasury stock method in accounting for the shares issuable upon conversion of the
Notes, then our diluted earnings per share would be adversely affected in periods when we report net
income.
The capped call transactions may affect the value of the Notes and our Class A common stock.
In connection with the pricing of the Notes, we entered into privately negotiated capped call
transactions with the option counterparties. The capped call transactions are expected generally to reduce
the potential dilution to our Class A common stock upon any conversion of the Notes and/or offset any
potential cash payments we are required to make in excess of the principal amount of converted Notes, as
the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates entered into various derivative transactions with respect to our
Class A common stock and/or purchased shares of our Class A common stock concurrently with or shortly
after the pricing of the Notes.
In addition, the option counterparties and/or their respective affiliates may modify their hedge
positions by entering into or unwinding various derivatives with respect to our Class A common stock and/
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or purchasing or selling our Class A common stock or other securities of ours in secondary market
transactions at any time prior to the maturity of the Notes (and are likely to do so during any observation
period related to a conversion of Notes). This activity could cause or avoid an increase or a decrease in the
market price of our Class A common stock.
We do not make any representation or prediction as to the direction or magnitude of any potential
effect that the transactions described above may have on the price of the Notes or our Class A common
stock. In addition, we do not make any representation that the option counterparties will engage in these
transactions or that these transactions, once commenced, will not be discontinued without notice.
We are subject to counterparty risk with respect to the capped call transactions.
The option counterparties are financial institutions, and we will be subject to the risk that any or all of
them might default under the capped call transactions. Our exposure to the credit risk of the option
counterparties will not be secured by any collateral. Past global economic conditions have resulted in the
actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty
becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings
with a claim equal to our exposure at that time under the capped call transactions with such option
counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be
correlated to an increase in the market price and in the volatility of our Class A common stock. In
addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more
dilution than we currently anticipate with respect to our Class A common stock. We can provide no
assurances as to the financial stability or viability of the option counterparties.
Risks Related to the Acquisition of SendGrid
Although we expect that the acquisition of SendGrid will result in synergies and other benefits to us, we may not
realize those benefits because of difficulties related to integration, the achievement of synergies, and other
challenges.
We acquired SendGrid on February 1, 2019. Prior to the completion of the acquisition, we and
SendGrid operated independently, and there can be no assurances that our businesses can be combined in
a manner that allows for the achievement of substantial benefits. The integration process will 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 SendGrid’s businesses with ours or pursue our
customer and product strategy successfully, the anticipated benefits of the acquisition 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
and/or SendGrid’s key employees and customers, disruption of either company’s or both companies’
ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion
process that takes longer than originally anticipated. Specifically, the following issues, among others, must
be addressed in combining SendGrid’s operations with ours in order to realize the anticipated benefits of
the acquisition so the combined company performs as the parties hope:
• combining the companies’ corporate functions;
• combining SendGrid’s business with our business in a manner that permits us to achieve the synergies
anticipated to result from the acquisition, the failure of which would result in the anticipated benefits
of the acquisition 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;
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• integrating the companies’ administrative and information technology infrastructure;
• developing products and technology that allow value to be unlocked in the future;
• evaluating and forecasting the financial impact of the acquisition transaction, including accounting
charges; and
• effecting 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 businesses of the two companies and diverted from day-to-day business
operations, which may disrupt our ongoing business and the business of the combined company.
We have incurred, and may continue to incur, significant, non-recurring costs in connection with the
acquisition of SendGrid and integrating the operations of Twilio and SendGrid, 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.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
We lease all of our facilities and do not own any real property. Our headquarters is located in San
Francisco, California where we sub-lease several floors consisting of 259,416 square feet of office space at
101 Spear Street. The sub-lease covers several floors for which the terms commence on December 1, 2018
and April 1, 2020 and will be expiring at various dates between March, 2025 and June, 2028. Our existing
lease obligations are secured by letters of credit with a cumulative value of $20.5 million.
We also lease approximately 400,000 square feet in various locations in North America, South
America, Europe and Asia. This includes our international headquarters in Dublin, Ireland and regional
offices used for business operations, sales, support, and product development.
Additional information regarding our lease commitments is available in Note 5 to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.
We intend to procure additional space in the future as we continue to add employees and expand
geographically. We believe our facilities are adequate and suitable for our current needs and that, should it
be needed, suitable additional or alternative space will be available to accommodate our operations.
Item 3.
Legal Proceedings
On April 30, 2015 and March 28, 2016, Telesign Corporation (“Telesign”) filed lawsuits (which were
subsequently consolidated) against us in the United States District Court, Central District of California
(“Telesign I/II”). Telesign alleges in Telesign I/II that we are infringing four U.S. patents that it holds: U.S.
Patent No. 7,945,034 (“034”), U.S. Patent No. 8,462,920 (“920”), U.S. Patent No. 8,687,038 (“038”) and
U.S. Patent No. 9,300,792 (“792”). The consolidated Telesign I/II actions have been transferred to the
United States District Court, Northern District. The patent infringement allegations in the lawsuit relate to
our two-factor authentication use case, Authy, and an API tool to find information about a phone number.
Telesign seeks, among other things, to enjoin us from allegedly infringing the patents, along with damages
for lost profits and damages based on a reasonable royalty.
On March 8, 2017, in response to a petition by us, the U.S. Patent and Trademark Officer (“PTO”)
issued an order instituting an inter partes review for the ‘792 patent. On March 6, 2018, the PTO found all
claims challenged by us in the inter partes review unpatentable. Telesign did not appeal the PTO’s decision
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and it is final. On October 19, 2018, the district court granted our motion that all remaining asserted claims
of the asserted patents are invalid under 35 U.S.C. § 101 and entered judgment in our favor. On
November 8, 2018, Telesign appealed the judgment to the United States Court of Appeals for the Federal
Circuit. On January 9, 2020, the Federal Circuit Court affirmed the district court’s judgment. Telesign has
not indicated whether it will seek a further appeal of the judgment. Based on, among other things, the
district court’s judgment being affirmed on appeal in our favor, we do not believe a loss is probable or
estimable.
On December 1, 2016, we filed a patent infringement lawsuit against Telesign in the United States
District Court, Northern District of California (“Telesign III”), alleging infringement of United States
Patent No. 8,306,021 (“021”), United States Patent No. 8,837,465 (“465”), United States Patent
No. 8,755,376 (“376”), United States Patent No. 8,736,051 (“051”), United States Patent No. 8,737,962
(“962”), United States Patent No. 9,270,833 (“833”), and United States Patent No. 9,226,217 (“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. On
August 23, 2017, Telesign petitioned the U.S. Patent and Trademark Office (“U.S. PTO”) for inter partes
review of the ‘021, ‘465, and ‘376 patents. On March 9, 2018, the PTO denied Telesign’s petition for inter
partes review of the ‘021 patent and granted Telesign’s petitions for inter partes review of the ‘465 and ‘376
patents. On March 6, 2019, the PTO found all claims challenged by Telesign in the inter partes review
unpatentable. We have appealed the decisions to the United States Court of Appeals for the Federal
Circuit. Telesign III is currently stayed pending resolution of the inter partes reviews (and appeals from
them) of the ‘465 and ‘376 patents. We are seeking a judgment of infringement, a judgment of willful
infringement, monetary and injunctive relief, enhanced damages, and an award of costs and expenses
against Telesign.
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 January 2, 2018, the court issued an order granting in part and denying in part the plaintiff’s
class certification motion. The court certified two classes of individuals who, during specified time periods,
allegedly sent or received certain communications involving the accounts of three of our customers that
were recorded. Following mediation, on January 7, 2019, the parties signed a long form settlement
agreement, providing for a payment of $10.0 million into a common fund and injunctive relief involving
certain updates to Twilio’s Acceptable Use Policy and customer documentation. On January 15, 2019, the
court entered an order granting preliminary approval of the settlement, and the parties signed an amended
settlement agreement to conform to the court’s order. The court entered a final order and judgment
approving the settlement on June 17, 2019. On August 30, 2019, we made a payment of $1.7 million to
fund the settlement. A compliance hearing has been scheduled for May 19, 2020. Any additional loss
related to this matter is neither probable nor reasonably possible.
On September 1, 2015, we were named as a defendant in a First Amended Complaint in a putative
class action captioned Jeremy Bauman v. David Saxe, et al. pending in the United States District Court,
District of Nevada relating to the alleged sending of unsolicited text messages to the plaintiffs and putative
class members. We filed a motion to dismiss, which was granted, and on September 20, 2016 the plaintiff
filed a Second Amended Complaint with additional allegations that we violated the Telephone Consumer
Protection Act (“TCPA”), and the Nevada Deceptive Trade Practices Act (“NDTPA”), NRS 41.600(2)(e).
On January 10, 2019, the court granted Plaintiffs’ motion for class certification under the TCPA and
denied plaintiff’s request to certify a class under the NDTPA. On February 13, 2019, the court issued an
order denying our motion to dismiss as to Plaintiffs’ TCPA claim and granting dismissal as to Plaintiffs’
NDTPA claim. On February 22, 2019, the court stayed the case and directed all parties to mediation,
56
which was conducted on May 15, 2019. On May 17, 2019, we and the original defendants (the “Saxe
Defendants”) entered an agreement, which among other things, obligates the Saxe Defendants to fully
fund all monetary and non-monetary aspects of the settlement of the matter and to obtain the dismissal of
the plaintiffs’ and the class’s claims against us with prejudice. On October 7, 2019, the plaintiffs filed an
unopposed motion for settlement and an unopposed motion to dismiss us from the action without
prejudice. Based on, among other things, the dismissal motion and our agreement with the Saxe
Defendants, we do not believe a loss is reasonably possible or estimable.
In addition to the litigation discussed above, from time to time, we may be subject to 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.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Securities
Market Price of Our Class A Common Stock
As of January 31, 2020, we had 111 holders of record of our Class A and Class B common stock. The
actual number of stockholders is greater than this number of record holders and includes stockholders who
are beneficial owners but whose shares are held in street name by brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We intend to retain any
future earnings and do not expect to pay any dividends in the foreseeable future.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall
not be deemed to be incorporated by reference into any filing of Twilio Inc. under the Securities Act or the
Exchange Act
We have presented below the cumulative total return to our stockholders between June 23, 2016 (the
date our Class A common stock commenced trading on the NYSE) through December 31, 2019 in
comparison to the S&P 500 Index and S&P 500 Information Technology Index. All values assume a $100
initial investment and data for the S&P 500 Index and S&P 500 Information Technology Index assume
58
reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor
intended to forecast, the future performance of our Class A common stock.
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
Jun-16
Jun-16 Sep-16 Dec-16 Mar-17
Jun-17 Sep-17 Dec-17 Mar-18
Jun-18 Sep-18
Dec-18
Mar-19
Jun-19 Sep-19 Dec-19
Twilio Inc
S&P 500 Index
S&P 500 Information Technology Index
Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities
(a) Sales of Unregistered Securities
In February 2020, Twilio.org donated 22,102 shares of unregistered Class A common stock to an
independent donor advised fund to further our philanthropic goals. The shares are “restricted securities”
for purposes of Rule 144 under the Securities Act and the fair market value of these shares on the date of
the donation was $2.7 million. This amount was recorded as general and administrative expense in
February 2020 in our consolidated financial statements.
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(b) Use of Proceeds
In June 2019, we closed our follow-on public offering, in which we sold 8,064,515 shares of Class A
common stock at a price to the public of $124.00 per share, including shares sold in connection with the
exercise of the underwriters’ option 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-3 (File No. 333-231794), which was declared effective by the SEC on May 29, 2019. We raised
$979.0 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
May 31, 2019 pursuant to Rule 424(b). We invested the funds received in accordance with our board-
59
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.
(c) Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial and Other Data
We have derived the selected consolidated statements of operations data for the years ended
December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 from our
audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The
selected consolidated statements of operations data for the years ended December 31, 2016 and 2015 and
the consolidated balance sheet data as of December 31, 2017, 2016 and 2015 are derived from audited
consolidated financial statements not included in this Annual Report on Form 10-K. We have included
Twilio SendGrid in our results of operations prospectively after February 1, 2019, the date of acquisition.
Our historical results are not necessarily indicative of the results that may be expected in the future. The
following selected consolidated financial and other data should be read in conjunction with Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our
consolidated financial statements and the related notes appearing in Part II, Item 8, “Financial Statements
and Supplementary Data”, of this Annual Report on Form 10-K to fully understand factors that may affect
the comparability of the information presented below.
60
Year Ended December 31,
2019
2018
2017
2016
2015
(In thousands, except share and per share amounts)
Consolidated Statements of Operations Data:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue(1) (2) . . . . . . . . . . . . . . . . . . . . . .
$
1,134,468
525,551
$
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . .
608,917
$
650,067
300,841
349,226
399,020
182,895
216,125
$
277,335
120,520
156,815
$
166,919
74,454
92,465
Operating expenses:
. . . . . . . . . . . . . . . . . . . . .
Research and development(1) (2) . . . . . . . . . .
Sales and marketing(1) (2) . . . . . . . . . . . . . . . .
General and administrative(1) (2) . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . .
391,355
369,079
218,268
978,702
171,358
175,555
117,548
464,461
Loss from operations . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Other income (expenses), net
(369,785)
7,569
(115,235)
(5,923)
Loss before benefit (provision) for
income taxes . . . . . . . . . . . . . . . . . . . . . .
Benefit (provision) for income taxes . . . . . . . .
(362,216)
55,153
(121,158)
(791)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(307,063)
(121,949)
Deemed dividend to investors in relation to
120,739
100,669
60,791
282,199
(66,074)
3,071
(63,003)
(705)
(63,708)
77,926
65,267
54,937
42,559
49,308
35,991
198,130
127,858
(41,315)
317
(35,393)
11
(40,998)
(326)
(41,324)
(35,382)
(122)
(35,504)
tender offer . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(3,392)
Net loss attributable to common
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss per share attributed to common
stockholders, basic and diluted . . . . . . . . . . .
$
$
(307,063) $ (121,949) $
(63,708) $
(41,324) $
(38,896)
(2.36) $
(1.26) $
(0.70) $
(0.78) $
(2.19)
Weighted-average shares used in computing
net loss per share attributable to common
stockholders, basic and diluted . . . . . . . . . . .
Key Business Metrics:
Number of Active Customer Accounts (as of
end date of period)(3) (4) . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
. . . . . . . . . . . .
Dollar-Based Net Expansion Rate(6) . . . . . . . .
Base Revenue (in thousands)(3) (5)
Base Revenue Growth Rate(3)
130,083,046
97,130,339
91,224,607
53,116,675
17,746,526
179,000
$ 1,059,808
$
64,286
593,017
$
48,979
365,490
$
36,606
245,548
$
25,347
136,851
79%
136%
62%
140%
49%
128%
79%
161%
81%
155%
(1) Includes stock-based compensation expense as follows:
Year Ended December 31,
2019
2018
2017
2016
2015
Cost of revenue . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . .
Sales and marketing . . . . . . . . . . . . . .
General and administrative . . . . . . . .
$
7,123
126,012
60,886
70,297
$ 1,126
42,277
23,616
26,254
Total . . . . . . . . . . . . . . . . . . . . . . . . .
$264,318
$93,273
(In thousands)
$
650
22,808
9,822
16,339
$49,619
$
291
12,946
4,972
6,016
$
65
4,046
2,389
2,377
$24,225
$8,877
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(2) Includes amortization of acquired intangibles as follows:
Year Ended December 31,
2019
2018
2017
2016
2015
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . .
$45,267
—
27,540
—
$5,656
22
1,117
375
(In thousands)
$4,644
139
753
84
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$72,807
$7,170
$5,620
$619
151
—
110
$880
$239
130
—
95
$464
(3) For the year ended December 31, 2019, Active Customer Accounts, Base Revenue, and Base
Revenue Growth Rate include the contribution from Twilio SendGrid, which acquisition closed on
February 1, 2019. Effective December 31, 2019, we round down the number of Active Customer
Accounts to the nearest thousand.
(4) See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Key Business Metrics—Number of Active Customer Accounts.”
(5) See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Key Business Metrics—Base Revenue.”
(6) See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Key Business Metrics—Dollar- Based Net Expansion Rate.”
As of December 31,
2019
2018
2017
2016
2015
(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . $ 253,660 $ 487,215
Marketable securities . . . . . . . . . . . . . . $1,599,033 $ 261,128
Working capital . . . . . . . . . . . . . . . . . . . $1,814,109 $ 735,138
Property and equipment, net . . . . . . . . $ 141,256 $
63,534
Total assets . . . . . . . . . . . . . . . . . . . . . . $5,150,516 $1,028,710
Total stockholders’ equity . . . . . . . . . . $4,279,411 $ 438,235
$115,286
$175,587
$274,738
$ 50,541
$449,782
$359,846
$305,665 $108,835
$
—
— $
$279,676 $ 96,032
$ 37,552 $ 14,058
$412,694 $157,516
$329,447 $116,625
Non-GAAP Financial Measures:
We use the following non-GAAP financial information, collectively, to evaluate our ongoing
operations and for internal planning and forecasting purposes. We believe that non-GAAP financial
information, when taken collectively, may be helpful to investors because it provides consistency and
comparability with past financial performance, facilitates period-to-period comparisons of results of
operations, and assists in comparisons with other companies, many of which use similar non-GAAP
financial information to supplement their GAAP results. Non-GAAP financial information is presented
for supplemental informational purposes only, should not be considered a substitute for financial
information presented in accordance with generally accepted accounting principles, and may be different
from similarly-titled non-GAAP measures used by other companies. Whenever we use a non-GAAP
financial measure, a reconciliation is provided to the most closely applicable financial measure stated in
accordance with generally accepted accounting principles. Investors are encouraged to review the related
GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most
directly comparable GAAP financial measures.
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Non-GAAP Gross Profit and Non-GAAP Gross Margin. For the periods presented, we define non-
GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin,
respectively, adjusted to exclude, as applicable, certain expenses as presented in the table below:
Year Ended December 31,
2019
2018
2017
2016
2015
(In thousands)
Reconciliation:
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $608,917 $349,226
Non-GAAP adjustments:
$216,125
$156,815 $92,465
Stock-based compensation . . . . . . . . . . . . . . . . . . . .
Amortization of acquired intangibles . . . . . . . . . . .
Payroll taxes related to stock-based
7,123
45,267
1,126
5,656
650
4,644
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
—
—
291
619
—
65
239
—
Non-GAAP gross profit . . . . . . . . . . . . . . . . . . $661,411 $356,008
$221,419
$157,725 $92,769
Non-GAAP gross margin . . . . . . . . . . . . . . . . .
58%
55%
55%
57%
56%
Non-GAAP Operating Expenses. For the periods presented, we define non-GAAP operating expenses
(including categories of operating expenses) as GAAP operating expenses (and categories of operating
expenses) adjusted to exclude, as applicable, certain expenses as presented in the table below:
2019
2016
2015
2018
Year Ended December 31,
2017
(In thousands)
$ 282,199
Reconciliation:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . $ 978,702 $ 464,461
Non-GAAP adjustments:
Stock-based compensation . . . . . . . . . . . . . . .
Amortization of acquired intangibles . . . . . .
Stock repurchase . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . .
Release of tax liability upon obligation
settlement . . . . . . . . . . . . . . . . . . . . . . . . . .
Charitable contributions . . . . . . . . . . . . . . . .
Legal settlements/accruals . . . . . . . . . . . . . . .
Gain on lease termination . . . . . . . . . . . . . . .
Payroll taxes related to stock-based
(257,195)
(27,540)
—
(15,713)
(92,147)
(1,514)
—
(4,481)
—
—
— (7,121)
— (1,710)
—
—
(48,969)
(976)
—
(310)
13,365
(1,172)
—
295
$ 198,130 $127,858
(23,934)
(261)
(8,812)
(225)
— (1,965)
(1,165)
(499)
805
(3,860)
—
—
—
—
—
—
—
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compensation . . . . . . . . . . . . . . . . . . . . . . .
(15,084)
(5,617)
(2,950)
(434)
Non-GAAP operating expenses . . . . . . $ 663,170 $ 351,871
$ 241,482
$ 169,947 $115,691
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Non-GAAP (Loss) Income from Operations and Non-GAAP Operating Margin. For the periods
presented, we define non-GAAP (loss) income from operations and non-GAAP operating margin as
GAAP loss from operations and GAAP operating margin, respectively, adjusted to exclude, as applicable,
certain expenses as presented in the table below:
Reconciliation:
Loss from operations . . . . . . . . . . . . . . . . . . .
Non-GAAP adjustments:
Stock-based compensation . . . . . . . . . . . .
Amortization of acquired intangibles . . .
Stock repurchase . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . .
Release of tax liability upon obligation
settlement . . . . . . . . . . . . . . . . . . . . . . . .
Charitable contributions . . . . . . . . . . . . . .
Legal settlements/accruals . . . . . . . . . . . .
Gain on lease termination . . . . . . . . . . . .
Payroll taxes related to stock-based
2019
2018
Year Ended December 31,
2017
(In thousands)
2016
2015
$(369,785) $(115,235)
$(66,074)
$(41,315) $(35,393)
264,318
72,807
—
15,713
—
—
—
—
93,273
7,170
—
4,481
—
7,121
1,710
—
49,619
5,620
—
310
(13,365)
1,172
—
(295)
24,225
880
—
499
(805)
3,860
—
—
8,877
464
1,965
1,165
—
—
—
—
—
compensation . . . . . . . . . . . . . . . . . . . . .
15,188
5,617
2,950
434
Non-GAAP (loss) income from
operations . . . . . . . . . . . . . . . . . . . . . .
$
(1,759) $
4,137
$(20,063)
$(12,222) $(22,922)
Non-GAAP operating margin . . . . . . .
—%
1%
(5)%
(4)%
(14)%
Item 7. 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 consolidated financial statements and related notes appearing elsewhere in this Annual
Report on Form 10-K. In addition to historical financial information, the following discussion contains
forward-looking statements that are 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 I, Item 1A, “Risk Factors” in this
Annual Report on Form 10-K. Our fiscal year ends on December 31.
Overview
We are the leader in the Cloud Communications Platform category. We enable developers to build,
scale and operate real-time communications within their software applications via our simple-to-use
Application Programming Interfaces (“APIs”). The power, flexibility, and reliability offered by our
software building blocks empowers companies of virtually every shape and size to build world-class
engagement into their customer experience.
We offer a Customer Engagement Platform with software designed to address specific use cases like
account security and contact centers and a set of APIs that handles the higher level communication logic
needed for nearly every type of customer engagement. These APIs are focused on the business challenges
that a developer is looking to address, allowing our customers to more quickly and easily build better ways
to engage with their customers throughout their journey. We also offer a set of APIs that enables
developers to embed voice, messaging, video and email capabilities into their applications and are
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designed to support almost all the fundamental ways humans communicate, unlocking innovators to
address just about any communication market. The Super Network is our software layer that allows our
customers’ software to communicate with connected devices globally. It interconnects with
communications networks and inbox service providers 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 APIs that gives our customers access to more foundational components of our platform,
like phone numbers.
Our customers’ applications are able to reach users via voice, messaging, video and email in nearly
every country in the world by utilizing our platform. We support our global business through more than 25
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 customer and
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 trial
periods that we provide. 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.
We also supplement our self-service model with a sales effort aimed at engaging larger potential
customers, strategic leads and existing customers through a direct sales approach. To help increase
awareness of our products in the enterprise, we have expanded our marketing efforts through programs
like our Twilio Engage roadshow where we seek to bring business leaders and developers together to
discuss the future of customer engagement. We have developed products to support this effort as well, like
the Twilio Enterprise Plan, which provides capabilities for advanced security, access management and
granular administration. Our sales organization targets technical leaders and business leaders who are
seeking to leverage software to drive competitive differentiation. As we educate these leaders on the
benefits of developing applications incorporating 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 and sales engineering personnel.
When potential customers do not have the available developer resources to build their own
applications, we refer them to either our technology partners who embed our products in the solutions that
they sell to other businesses (such as contact centers and sales force and marketing automation) or our
consulting partners who provide consulting and development services for organizations that have limited
software development expertise to build our platform into their software applications.
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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. Our Flex contact center platform is
generally offered on a per user, per month basis or on a usage basis per agent hour. In addition, our email
API is offered on a monthly subscription basis and our Marketing Campaigns product is priced based on
the number of email contacts stored on our platform and the number of monthly emails sent to those
contacts through our Email API. Also, customers using our Programmable Messaging or Programmable
Voice APIs 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 upfront 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 or are charged on a monthly subscription basis for our email-
related products. As a result, our deferred revenue and customer deposits liability 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 whom 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 and inbox service providers globally to deliver our products, and therefore we have arrangements
with network service providers in many regions in 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. In the years ended December 31, 2019, 2018
and 2017, our revenue was $1,134.5 million, $650.1 million and $399.0 million, respectively. In the years
ended December 31, 2019, 2018, and 2017, our 10 largest Active Customer Accounts generated an
aggregate of 13%, 18% and 19%, respectively, of our total revenue. Among our 10 largest Active
Customer Accounts we had three Variable Customer Accounts representing 6%, 8% and 8% of our total
revenue for the years ended December 31, 2019, 2018 and 2017, respectively. In the years ended
December 31, 2019, 2018 and 2017, our Base Revenue was $1,059.8 million, $593.0 million and
$365.5 million, respectively, and our net loss was $307.1 million, $121.9 million and $63.7 million,
respectively. See the section titled “Key Business Metrics-Base Revenue” for a discussion of Base
Revenue.
Acquisition of SendGrid, Inc.
In February 2019, we acquired SendGrid, Inc. (“SendGrid”), the leading email API platform, by
issuing 23.6 million shares of its Class A common stock with a total value of $2,658.9 million. We also
assumed all of the outstanding stock options and restricted stock units of SendGrid as converted into stock
options and restricted stock units, respectively, of the Company based on the conversion ratio provided in
the Agreement and Plan of Merger and Reorganization, as amended.
We have included Twilio SendGrid in our results of operations prospectively after February 1, 2019,
the date of acquisition. Because the acquisition of Twilio SendGrid occurred during the year ended
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December 31, 2019, the information presented in this section with respect to the year ended December 31,
2019 includes the contribution of Twilio SendGrid starting on the date of the acquisition on February 1,
2019, and the information presented in this section with respect to the prior-year comparable periods
relates to Twilio on a standalone basis. As a result, comparisons to the prior-year period may not be
indicative of future results or future rates of growth
Public Equity Offering
In June 2019, we completed a public equity offering in which we sold 8,064,515 shares of our Class A
common stock, which included 1,051,893 shares sold pursuant to the exercise by the underwriters of an
option to purchase additional shares, at a public offering price of $124.00 per share. We received aggregate
proceeds of $979.0 million after deducting underwriting discounts and offering expenses paid and payable
by us.
Key Business Metrics
Year Ended December 31,
2018
2019
2017
Number of Active Customer Accounts (as of end date of
period)(1)
Base Revenue (in thousands)(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Dollar-Based Net Expansion Rate . . . . . . . . . . . . . . . . . . . . .
Base Revenue Growth Rate(1)
179,000
$1,059,808
64,286
$593,017
48,979
$365,490
79%
136%
62%
140%
49%
128%
(1) For the year ended December 31, 2019, Active Customer Accounts, Base Revenue, and Base
Revenue Growth Rate include the contribution from our Twilio SendGrid acquisition, which closed
on February 1, 2019. Effective December 31, 2019, we round down the number of Active Customer
Accounts to the nearest thousand.
Number of Active Customer Accounts. We believe that the number of our 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. Effective December 31, 2019, we round down the number of Active Customer Accounts to the
nearest thousand.
In the years ended December 31, 2019, 2018, and 2017, revenue from Active Customer Accounts
represented over 99% of total revenue in each period.
Base Revenue. Base Revenue consists of all revenue other than revenue from large Active Customer
Accounts that have never entered into 12-month minimum revenue commitment contracts with us, which
we refer to as Variable Customer Accounts. While almost all of our customer accounts exhibit some level
of variability in the usage of our products, based on the experience of our management, we believe that
Variable Customer Accounts are more likely to have significant fluctuations 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 evidenced by the decision of such customers not
to enter into contracts with us that contain minimum revenue commitments, even though they may spend
significant amounts on the use of our products, and they may be foregoing more favorable terms often
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available to customers that enter into committed contracts with us. With the growth of our business in
recent years, including through revenue contribution from the acquisition of Twilio SendGrid, revenue
from Variable Customer Accounts has become less meaningful as a percentage of total revenue. As a
result, for reporting periods starting with the three months ending March 31, 2020, we will only disclose
Total Revenue and will cease to disclose Base Revenue as an operating metric.
For historical periods through March 31, 2016, we defined a Variable Customer Account as an Active
Customer Account that (i) has never signed a minimum revenue commitment contract with us for a term
of at least 12 months and (ii) has met or exceeded 1% of our revenue in any quarter in the periods
presented through March 31, 2016. To allow for consistent period-to-period comparisons, in the event a
customer account qualified 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 with the
three months 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% of our revenue in a quarter.
Once a customer account is deemed to be a Variable Customer Account in any period, they remain a
Variable Customer Account in subsequent periods unless they enter into a minimum revenue commitment
contract with us for a term of at least 12 months.
In the years ended December 31, 2019, 2018 and 2017, we had six Variable Customer Accounts, which
represented 7%, 9%, and 8%, respectively, of our total revenue.
Dollar-Based Net Expansion Rate. 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 have historically tracked
performance in this area is by measuring the Dollar-Based Net Expansion Rate for Active Customer
Accounts, other than 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 that measuring Dollar-Based Net Expansion Rate provides
a more meaningful indication of the performance of our efforts to increase revenue from existing
customers.
For historical periods through December 31, 2019, 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. For reporting periods starting with the three months ending March 31,
2020, Twilio’s Dollar-Based Net Expansion Rate will compare the revenue from all Active Customer
Accounts, including 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 through December 31, 2019) 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, it uses the average of the applicable quarterly Dollar-
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Based Net Expansion Rates for each of the quarters in such period. Given that we will no longer disclose
Base Revenue as an operating metric for reporting periods starting with the three months ending
March 31, 2020, our Dollar-Based Net Expansion Rate will compare the revenue from all Active Customer
Accounts, including Variable Customer Accounts, in a quarter to the same quarter in the prior year.
Net Loss Carryforwards
At December 31, 2019, we had federal, state and foreign net operating loss carryforwards of
approximately $1,159.3 million, $630.2 million and $13.8 million respectively, and federal and state tax
credits of approximately $58.4 million and $38.8 million, respectively. If not utilized, the federal and state
loss carryforwards will expire at various dates beginning in 2029 and 2025, respectively, and the federal tax
credits will expire at various dates beginning in 2029. The state tax credits can be carried forward
indefinitely. At present, we believe that it is more likely than not that the federal and state net operating
loss and credit carryforwards will not be realized. Accordingly, a full valuation allowance has been
established for these tax attributes, as well as the rest of the federal and state deferred tax assets.
Key Components of Statements of Operations
Revenue. We derive our revenue primarily from usage-based fees earned from customers using the
software products within our Solutions APIs and Channel APIs. These usage-based software products
include offerings, such as Programmable Voice, Programmable Messaging and Programmable Video.
Some examples of the usage-based fees for which we charge include minutes of call duration activity for
our Programmable Voice products, number of text messages sent or received using our Programmable
Messaging products and number of authentications for our Account Security products. In the years ended
December 31, 2019, 2018, and 2017, we generated 75%, 84%, and 83% of our revenue, respectively, from
usage-based fees. We also earn monthly flat fees from certain fee-based products, such as our Email API,
Marketing Campaigns, Flex seats, telephone numbers, short codes and customer support.
Customers typically pay upfront via credit card in monthly prepaid amounts and draw down their
balances as they purchase or use our products. As customers grow their usage of our products, they
automatically receive tiered usage discounts. Our larger customers often enter into contracts, for at least
12 months that contain minimum revenue commitments, which may contain more favorable pricing.
Customers on such contracts typically are invoiced monthly in arrears for products used.
Amounts that have been charged via credit card or invoiced are recorded in accounts receivable and
in revenue, deferred revenue or customer deposits, depending on whether the revenue recognition criteria
have been met. Our deferred revenue and customer deposits liability balance is not a meaningful indicator
of our future revenue at any point in time because very few of our contracts with invoiced customers
contain terms requiring any form of prepayment.
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 we define international revenue as revenue from customers with
IP addresses or mailing addresses at the time of registration outside of the United States.
Cost of Revenue and Gross Margin. Cost of revenue consists primarily of fees paid to network service
providers. Cost of revenue also includes cloud infrastructure fees, direct costs of personnel, such as salaries
and stock-based compensation for our customer support employees, and 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 amortization of acquired intangibles. 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.
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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, our product mix, our ability to manage our network
service provider and cloud infrastructure-related fees, the mix of U.S. revenue compared to international
revenue, changes in foreign exchange rates and the timing of amortization of capitalized software
development costs and acquired intangibles and the extent to which we periodically choose to pass on our
cost savings from platform optimization efforts to our customers in the form of lower usage prices.
Operating Expenses. The most significant components of operating expenses are personnel costs,
which consist of salaries, benefits, sales commissions and bonuses and stock-based compensation. We also
incur other non-personnel costs related to our general overhead expenses. We expect that our operating
costs will increase in absolute dollars as we add additional employees and invest in our infrastructure to
grow our business.
Research and Development. Research and development expenses consist primarily of personnel costs,
outsourced engineering services, cloud infrastructure fees for staging and development, amortization of
capitalized internal use software development costs, depreciation 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 focus our research and development efforts on adding new features and products,
including new use cases, improving our platform and increasing the functionality of our existing products.
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs, including
commissions for 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 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.
General and administrative expenses also include costs related to business acquisitions, legal and other
professional services fees, certain taxes, depreciation and amortization 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 our international expansion.
Our general and administrative expenses include a certain amount of sales and other taxes to which
we are subject based on the manner we sell and deliver our products. Prior to March 2017, we did not
collect such taxes from our customers and recorded such taxes as general and administrative expenses.
Effective March 2017, we began collecting these taxes from customers in certain jurisdictions and since
then we have expanded to most jurisdictions where these taxes are now being collected. We continue
expanding the number of jurisdictions where we will be collecting these taxes in the future. We expect that
these expenses will continue to decline in future years as we continue collecting these taxes from our
customers in additional jurisdictions, which would further reduce our rate of ongoing accrual.
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. The
primary difference between our effective tax rate and the federal statutory rate relates to the net operating
70
losses in jurisdictions with a valuation allowance or a zero tax rate, and the income tax benefit recorded in
connection with the SendGrid, Inc. (“SendGrid”) acquisition.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly
referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act reduces the U.S. statutory corporate tax
rate to 21%, effective January 1, 2018. Consequently, we recorded a decrease to the Company’s federal
deferred tax assets of $28.0 million, which was fully offset by a reduction of our valuation allowance for the
year ended December 31, 2017. The other provisions of the Tax Act, including the one-time transition tax
on the mandatory deemed repatriation of cumulative foreign earnings, did not have a material impact on
our financial statements as of December 31, 2018.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting
Implications of the Tax Cuts and Jobs Act (SAB 118), which allowed companies to record provisional
amounts during a measurement period not to extend beyond one year of the enactment date. Our
accounting for the Tax Act is complete and we did not have any significant adjustments to provisional
amounts recorded as of December 31, 2017.
On June 7, 2019, a three-judge panel from the U.S. Court of Appeals for the Ninth Circuit overturned
the U.S. Tax Court’s decision in Altera Corp. v. Commissioner and upheld the portion of the Treasury
regulations under Section 482 of the Internal Revenue Code that requires related parties in a cost-sharing
arrangement to share expenses related to share-based compensation. As a result of this decision, our gross
unrecognized tax benefits increased to reflect the impact of including share-based compensation in cost-
sharing arrangements. On July 22, 2019, Altera filed a petition for a rehearing before the full Ninth
Circuit. On November 12, 2019, the Ninth Circuit Court denied Altera’s request for rehearing. Altera has
appealed to the Supreme Court. We will continue to monitor future developments and their potential
effects on our consolidated financial statements.
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Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage
of our total revenue for those periods. The period-to-period comparison of our historical results are not
necessarily indicative of the results that may be expected in the future.
Year Ended December 31,
2019
2018
2017
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In thousands, except share and per share amounts)
399,020
$
182,895
1,134,468
525,551
650,067
300,841
$
$
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
608,917
349,226
216,125
Operating expenses:
Research and development(1)(2)
Sales and marketing(1)(2)
General and administrative(1)(2)
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expenses), net
Loss before benefit (provision) for income taxes . . . . . . . . .
Benefit (provision) for income taxes . . . . . . . . . . . . . . . . . . . . . . .
391,355
369,079
218,268
978,702
(369,785)
7,569
(362,216)
55,153
171,358
175,555
117,548
464,461
(115,235)
(5,923)
(121,158)
(791)
Net loss attributable to common stockholders . . . . . . . . . . .
(307,063)
(121,949)
120,739
100,669
60,791
282,199
(66,074)
3,071
(63,003)
(705)
(63,708)
Net loss per share attributed to common stockholders,
basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(2.36) $
(1.26) $
(0.70)
Weighted-average shares used in computing net loss per share
attributable to common stockholders, basic and diluted . . . . .
130,083,046
97,130,339
91,224,607
(1) Includes stock-based compensation expense as follows:
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
$
7,123
126,012
60,886
70,297
(In thousands)
$ 1,126
42,277
23,616
26,254
$
650
22,808
9,822
16,339
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$264,318
$93,273
$49,619
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(2) Includes amortization of acquired intangibles as follows:
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
$45,267
—
27,540
—
(In thousands)
$5,656
22
1,117
375
$4,644
139
753
84
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$72,807
$7,170
$5,620
Year Ended
December 31,
2019
2018
2017
Consolidated Statements of Operations, as a percentage of revenue:**
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
46
46
46
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss before benefit (provision) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit (provision) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
34
33
19
86
(33)
1
(32)
5
54
26
27
18
71
(18)
(1)
(19)
*
54
30
25
15
71
(17)
1
(16)
*
Net loss attributable to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27)% (19)% (16)%
*
Less than 0.5% of revenue.
** Columns may not add up to 100% due to rounding.
Comparison of the Fiscal Years Ended December 31, 2019, 2018 and 2017
Revenue
Year Ended December 31,
2019
2018
2017
2018 to 2019
Change
2017 to 2018
Change
Base Revenue . . . . . . . . . . . . . . . . . . . .
Variable Revenue . . . . . . . . . . . . . . . . .
$1,059,808
74,660
$593,017
57,050
(Dollars in thousands)
$365,490
33,530
$466,791
17,610
79% $227,527 62%
70%
31% 23,520
Total Revenue . . . . . . . . . . . . . . . . . .
$1,134,468
$650,067
$399,020
$484,401
75% $251,047 63%
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2019 compared to 2018
In 2019, Base Revenue increased by $466.8 million, or 79%, compared to the same period last year,
and represented 93% and 91% of total revenue in 2019 and 2018, respectively. This increase was primarily
attributable to an increase in the usage of our products, particularly our Programmable Messaging
products and Programmable Voice products, the adoption of additional products by our existing
customers, and revenue contribution from our acquisition of the Twilio SendGrid business for the period
from February 1, 2019 through December 31, 2019. This increase was partially offset by pricing decreases
that we have implemented over time 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 in 2019, were reflected in our Dollar-Based Net
Expansion Rate of 136%. The increase in usage was also attributable to a 178% increase in the number of
Active Customer Accounts, from 64,286 as of December 31, 2018, to over 179,000 as of December 31,
2019, which was also positively impacted by the customer accounts added through our acquisition of the
Twilio SendGrid business.
In 2019, Variable Revenue increased by $17.6 million, or 31%, compared to the same period last year,
and represented 7% and 9% of total revenue in the years ended December 31, 2019 and 2018, respectively.
This increase was primarily attributable to the increase in the usage of products by our existing Variable
Customer Accounts.
In 2019, U.S. revenue and international revenue represented $808.9 million or 71%, and
$325.6 million, or 29%, respectively, of total revenue. In 2018, U.S. revenue and international revenue
represented $484.8 million, or 75%, and $165.3 million, or 25%, respectively, of total revenue. The
increase in international revenue was attributable to the growth in usage of our products, particularly our
Programmable Messaging products and Programmable Voice products, by our existing international
Active Customer Accounts; a 167% increase in the number of international Active Customer Accounts
driven in part by our focus on expanding our sales to customers outside of the United States; and revenue
contribution from our acquisition of the Twilio SendGrid business.
2018 compared to 2017
In 2018, Base Revenue increased by $227.5 million, or 62%, compared to the same period last year,
and represented 91% and 92% of total revenue in 2018 and 2017, respectively. This increase was primarily
attributable to an increase in the usage of 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 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 in 2018 were reflected in our Dollar-Based Net Expansion Rate of 140%. The increase in
usage was also attributable to a 31% increase in the number of Active Customer Accounts, from 48,979 as
of December 31, 2017, to 64,286 as of December 31, 2018.
In 2018, Variable Revenue increased by $23.5 million, or 70%, compared to the same period last year,
and represented 9% and 8% of total revenue in 2018 and 2017, respectively. This increase was primarily
attributable to the increase in the usage of products by our existing Variable Customer Accounts.
In 2018, U.S. revenue and international revenue represented $484.8 million, or 75%, and
$165.3 million, or 25%, respectively, of total revenue. In 2017, U.S. revenue and international revenue
represented $308.6 million, or 77%, and $90.4 million, or 23%, respectively, of total revenue. The increase
in international revenue was attributable to the growth in usage of our products, particularly our
Programmable Messaging products and Programmable Voice products, by our existing international
Active Customer Accounts, and a 57% increase in the number of international Active Customer Accounts
driven in part by our focus on expanding our sales to customers outside of the United States.
74
Cost of Revenue and Gross Margin
Cost of revenue . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . .
$525,551
$300,841
(Dollars in thousands)
$224,710
$182,895
54%
54%
54%
75% $117,946 64%
Year Ended December 31,
2019
2018
2017
2018 to 2019
Change
2017 to 2018
Change
2019 compared to 2018
In 2019, cost of revenue increased by $224.7 million, or 75%, compared to the same period last year.
The increase in cost of revenue was primarily attributable to a $133.1 million increase in network service
providers’ costs and a $18.6 million increase in cloud infrastructure fees, both to support the growth in
usage of our products. The increase was also due to a $39.6 million increase in depreciation and
amortization expense primarily related to the acquired intangible assets and our internally developed
software.
In 2019, gross margin percentage remained stable compared to 2018. Changes in product mix, which
includes the impact of the acquisition of the Twilio SendGrid business, and some operational
improvements were largely offset by an increase in amortization expense related to acquired intangible
assets, the impact of an increasing mix of international product usage, and an increase in network service
provider fees in certain geographies.
2018 compared to 2017
In 2018, cost of revenue increased by $117.9 million, or 64%, compared to the same period last year.
The increase in cost of revenue was primarily attributable to a $104.4 million increase in network service
providers’ costs and a $7.6 million increase in cloud infrastructure fees, both to support the growth in usage
of our products.
In 2018, gross margin percentage remained stable compared to 2017. Higher network service provider
costs related to foreign currency fluctuations, certain price adjustments that were made by us in 2017 as a
result of the high volume growth of a large customer, an increasing mix of international product usage and
an increase in network service provider fees in certain geographies were largely offset by operational
improvements and changes in product mix.
Operating Expenses
Year Ended December 31,
2018
2019
2017
2018 to 2019
Change
2017 to 2018
Change
Research and development . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . .
$391,355
369,079
218,268
$171,358
175,555
117,548
(Dollars in thousands)
$219,997
$120,739
193,524
100,669
100,720
60,791
128% $ 50,619
110% 74,886
86% 56,757
42%
74%
93%
Total operating expenses . . . . . . . . . .
$978,702
$464,461
$282,199
$514,241
111% $182,262
65%
2019 compared to 2018
In 2019, research and development expenses increased by $220.0 million, or 128%, compared to the
same period last year. The increase was primarily attributable to a $183.3 million increase in personnel
costs, net of a $5.0 million increase in capitalized software development costs, largely as a result of a 71%
average increase in our research and development headcount, as we continued to focus on enhancing our
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existing products, introducing new products as well as enhancing product management and other technical
functions. This increase also reflected the impact of growth in the headcount as a result of the acquisition
of our Twilio SendGrid business. The increase was also due to a $16.5 million increase in facilities and
depreciation expenses to accommodate the growth in our headcount. In addition, 2019 included research
and development expenses from our acquired Twilio SendGrid business for the period from February 1,
2019 through December 31, 2019.
In 2019, sales and marketing expenses increased by $193.5 million, or 110%, compared to the same
period last year. The increase was primarily attributable to a $117.3 million increase in personnel costs,
largely as a result of a 93% average increase in sales and marketing headcount, as we continued to expand
our sales efforts in the United States and internationally. The increase also reflected the impact of growth
in the headcount as a result of the acquisition of our Twilio SendGrid business. The increase was also due
to a $26.4 million increase related to the amortization of acquired intangible assets, a $16.4 million
increase in advertising expenses and an $11.4 million increase in facilities and related expenses. In
addition, 2019 included sales and marketing expenses from our acquired Twilio SendGrid business for the
period from February 1, 2019 through December 31, 2019.
In 2019, general and administrative expenses increased by $100.7 million, or 86%, compared to the
same period last year. The increase was primarily attributable to a $74.3 million increase in personnel
costs, largely as a result of a 64% average increase in general and administrative headcount, to support the
growth of our business domestically and internationally. The increase also reflected the impact of growth
in the headcount as a result of the acquisition of our Twilio SendGrid business. The increase was also due
to a $11.7 million increase in professional expenses related to our acquisitions of other business and a
$6.5 million increase in facilities and depreciation expenses. In addition, 2019 included general and
administrative expenses from our acquired Twilio SendGrid business for the period from February 1, 2019
through December 31, 2019.
2018 compared to 2017
In 2018, research and development expenses increased by $50.6 million, or 42%, compared to the
same period last year. The increase was primarily attributable to a $37.0 million increase in personnel
costs, net of a $3.3 million increase in capitalized software development costs, largely as a result of an 32%
average increase in our research and development headcount, as we continued to focus on enhancing our
existing products and introducing new products, as well as enhancing product management and other
technical functions. The increase was also due to a $2.9 million increase in cloud infrastructure fees to
support the staging and development of our products, a $2.1 million increase in professional services fees,
a $1.3 million increase in outsourced engineering services and a $1.8 million increase in amortization
expense.
In 2018, sales and marketing expenses increased by $74.9 million, or 74%, compared to the same
period last year. The increase was primarily attributable to a $48.6 million increase in personnel costs,
largely as a result of a 52% average increase in sales and marketing headcount as we continued to expand
our sales efforts in the United States and internationally, a $5.7 million increase in advertising expenses,
$4.7 million increase related to our annual developer conference SIGNAL, a $3.5 million increase in the
expenses related to brand awareness programs and $2.3 million increase in credit card fees due to
increased transaction volumes.
In 2018, general and administrative expenses increased by $56.8 million, or 93%, compared to the
same period last year. The increase was partially attributable to the non-recurrence of $13.4 million release
of previously accrued tax liability upon certain obligation settlements and estimate revisions. The
remaining increase was primarily attributable to a $18.8 million increase in personnel costs, largely as a
result of a 49% average increase in general and administrative headcount to support the growth of our
business domestically and internationally and a $8.4 million increase in professional services fees primarily
76
related to our operations as a public company and our on-going litigation matters, including legal
settlements/ accruals, and a $4.7 million increase in professional expenses specifically related to our
business acquisitions as described in Note 6 to our consolidated financial statements included elsewhere in
this Annual Report on Form 10-K.
Quarterly Results of Operations
The following tables set forth our unaudited quarterly statements of operations data for each of the
eight quarters within the two years ended December 31, 2019, as well as the percentage that each line item
represents of our revenue for each quarter presented. The information for each quarter has been prepared
on a basis consistent with our audited consolidated financial statements included elsewhere in this Annual
Report on Form 10-K, and reflect, in the opinion of management, all adjustments of a normal, recurring
nature that are necessary for a fair presentation of the financial information contained in those statements.
For the three months ended March 31, 2019 and subsequent quarterly periods in 2019, our revenue also
includes the contribution from our Twilio SendGrid business since the date of our acquisition of this
business on February 1, 2019. Our historical results are not necessarily indicative of the results that may be
expected in the future. The following quarterly financial data should be read in conjunction with our
audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Three Months Ended
Mar 31,
2018
Jun 30,
2018
Sep 30,
2018
Dec 31,
2018
Mar 31,
2019
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
(Unaudited, in thousands)
Consolidated Statements of
Operations:
Revenue . . . . . . . . . . . . . . . . $129,116 $147,754 $168,895 $204,302 $233,139 $275,039 $295,066 $331,224
156,534
77,031
Cost of revenue(1)(2)
125,024
107,089
136,904
67,940
59,582
96,288
. . . . . .
Gross profit . . . . . . . . .
69,534
79,814
91,864
108,014
126,050
150,015
158,162
174,690
Operating expenses:
Research and
development(1)(2) . . . . .
37,576
39,811
42,340
51,631
77,855
98,783
104,481
110,236
Sales and
marketing(1)(2)
. . . . . . .
32,822
37,749
45,949
59,035
71,607
90,421
100,657
106,394
General and
administrative(1)(2) . . . .
23,393
24,212
28,608
41,335
64,176
54,543
47,690
51,859
Total operating
expenses . . . . . . . . . .
93,791
101,772
116,897
152,001
213,638
243,747
252,828
268,489
Loss from
operations . . . . . . . .
(24,257) (21,958) (25,033) (43,987) (87,588) (93,732) (94,666) (93,799)
Other income (expenses),
net . . . . . . . . . . . . . . . . . . .
665
(1,898)
(1,939)
(2,751)
(636)
(880)
4,377
4,708
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Loss before benefit
(provision) for
income taxes . . . . . .
Benefit (provision) for
(23,592) (23,856) (26,972) (46,738) (88,224) (94,612) (90,289) (89,091)
income taxes . . . . . . . . . .
(137)
(150)
(84)
(420)
51,721
2,033
2,555
(1,156)
Net loss attributable to
common stockholders . . . $ (23,729) $ (24,006) $ (27,056) $ (47,158) $ (36,503) $ (92,579) $ (87,734) $ (90,247)
(1) Includes stock-based compensation expense as follows:
77
Three Months Ended
Mar 31,
2018
Jun 30,
2018
Sep 30,
2018
Dec 31,
2018
Mar 31,
2019
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
(Unaudited, in thousands)
Cost of revenue . . . . . . . . . . . . . . $
Research and development . . . .
Sales and marketing . . . . . . . . . .
General and administrative . . . .
222 $
266 $
284 $
7,872
3,859
5,587
9,749
5,049
5,942
10,879
5,246
6,332
354 $ 1,809 $ 1,623 $ 1,674 $ 2,017
32,624
18,430
13,915
33,701
14,564
20,852
34,348
16,143
16,103
25,339
11,749
19,427
13,777
9,462
8,393
Total . . . . . . . . . . . . . . . . . . . $17,540 $21,006 $22,741 $31,986 $58,324 $70,740 $68,268 $66,986
(2) Includes amortization of acquired intangibles as follows:
Three Months Ended
Mar 31,
2018
Jun 30,
2018
Sep 30,
2018
Dec 31,
2018
Mar 31,
2019
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
(Unaudited, in thousands)
Cost of revenue . . . . . . . . . . . . . . . $1,198 $1,125 $1,396 $1,937 $ 8,460 $11,857 $12,549 $12,401
—
Research and development . . . . .
7,886
Sales and marketing . . . . . . . . . . .
(336)
General and administrative . . . . .
—
5,003
153
—
7,322
121
—
7,329
62
22
220
20
—
390
20
—
206
20
—
301
315
Total . . . . . . . . . . . . . . . . . . . . $1,460 $1,351 $1,806 $2,553 $13,616 $19,248 $19,992 $19,951
Mar 31,
2018
Jun 30,
2018
Sep 30,
2018
Dec 31,
2018
Mar 31,
2019
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
Three Months Ended
(Unaudited)
Consolidated Statement of
Operations, as a percentage of
revenue**
Revenue . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . .
Gross profit
. . . . . . . . . . . . .
Operating expenses:
. .
Research and development
Sales and marketing . . . . . . . .
General and administrative . .
Total operating expenses . .
100% 100% 100% 100% 100% 100% 100% 100%
46
45
46
46
47
46
47
46
54
29
25
18
73
54
27
26
16
69
54
25
27
17
69
53
25
29
20
74
54
33
31
28
92
55
36
33
20
89
54
35
34
16
86
53
33
32
16
81
Loss from operations . . . . . .
. .
Other income (expenses), net
(19)
1
(15)
(1)
(15)
(1)
(22)
(1)
(38)
*
(34)
*
(32)
1
(28)
1
Loss before benefit
(provision) for income
taxes . . . . . . . . . . . . . . . . .
Benefit (provision) for income
(18)
(16)
(16)
(23)
(38)
(34)
(31)
(27)
taxes . . . . . . . . . . . . . . . . . . . . .
*
*
*
*
22
1
1
*
Net loss attributable to common
stockholders . . . . . . . . . . . . . . .
*
Less than 0.5% of revenue.
(18)% (16)% (16)% (23)% (16)% (34)% (30)% (27)%
** Columns may not add up to 100% due to rounding.
78
Three Months Ended
Mar 31,
2018
Jun 30,
2018
Sep 30,
2018
Dec 31,
2018
Mar 31,
2019
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
(Unaudited, dollars in thousands)
53,985
57,350
61,153
64,286 154,797 161,869 172,092 179,000
Number of Active Customer
Accounts (as of end date
of period)(1)(2)
Base Revenue (in
. . . . . . . . . .
thousands)(1)(3) . . . . . . . . . . $117,507 $135,004 $154,348 $186,158 $220,885 $256,737 $275,548 $306,638
Base Revenue Growth
Rate(1) . . . . . . . . . . . . . . .
Dollar-Based Net Expansion
. . . . . . . . . . . . . . . .
Rate(4)
46%
54%
68%
77%
88%
90%
79%
65%
132% 137% 145% 147% 146% 140% 132% 124%
(1) For the three months ended March 31, 2019 and subsequent quarterly periods in 2019, Active
Customer Accounts, Base Revenue and Base Revenue Growth Rate include the contribution from
the Twilio SendGrid acquisition, which closed on February 1, 2019. Effective December 31, 2019, we
round down the number of Active Customer Accounts to the nearest thousand.
(2) See the section titled “Key Business Metrics—Number of Active Customer Accounts.”
(3) See the section titled “Key Business Metrics—Base Revenue.”
(4) See the section titled “Key Business Metrics—Dollar-Based Net Expansion Rate.”
Quarterly Trends in Revenue and Gross Margin
Our quarterly revenue increased in each period presented primarily due to an increase in the usage of
our products, the adoption of additional products by our existing customers, as evidenced by our Dollar-
Based Net Expansion Rates and an increase in our new customers. For the three months ended March 31,
2019 and subsequent quarterly periods in 2019, our revenue also includes the contribution from our Twilio
SendGrid business since the date of our acquisition of this business on February 1, 2019.
In the first three quarters of 2019, the gross margin stayed relatively consistent due to continued
platform optimization, offset by continued international product usage. In the fourth quarter of 2019,
international usage continued to increase at a higher rate than domestic usage, causing a slight decline in
gross margin percentage.
In the first three quarters of 2018 the gross margin improved due to continued platform optimization,
along with changes in our product and geographic mix. In the fourth quarter of 2018, an increasing mix of
international product usage offset the continued platform optimization drove a modest decline in gross
margin percentage.
Quarterly Trends in Operating Expenses
Our operating expenses have generally increased sequentially on a dollar basis as a result of our
growth, primarily related to our acquisition of SendGrid, increased personnel costs to support our
expanded operations, our continued investment in our products, our operations as a public company and
ongoing litigations.
In the first quarter of 2019, our general and administrative expenses included $12.4 million of costs
related to the acquisition of our Twilio SendGrid business on February 1, 2019. In the third quarter of
2019, our sales and marketing expenses included $9.4 million of costs related to our SIGNAL customer
and developer conference, which occurred in the third quarter of 2019.
In the third and fourth quarters of 2018, our sales and marketing expenses included $1.5 million and
$6.8 million, respectively, of expenses related to our SIGNAL customer and developer conference. In the
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third quarter of 2018, our general and administrative expenses increased by $1.5 million due to a
preliminary settlement reached in an outstanding class action case. In the fourth quarter of 2018, our
general and administrative expenses further increased by $2.8 million due to the expenses related to our
acquisition of Twilio SendGrid business.
Liquidity and Capital Resources
To date, our principal sources of liquidity have been (i) the net proceeds of $155.5 million,
$64.4 million, and $979.0 million, net of underwriting discounts and offering expenses, from our initial
public offering in June 2016 and our subsequent public offerings in October 2016 and June 2019,
respectively; (ii) the net proceeds we received through private sales of equity securities; (iii) the net
proceeds of approximately $537.0 million, after deducting purchaser discounts and debt issuance costs paid
by us, from issuance of the 0.25% convertible senior notes due 2023 (the “Notes”), as described in Note 9
to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K; and
(iv) the payments received from customers using our products. From our inception through March 31,
2016, we completed several rounds of equity financing through the sale of our convertible preferred stock
for total net proceeds of $237.1 million.
We believe that our cash, cash equivalents and marketable securities balances, as well as the cash
flows generated by our operations will be sufficient to satisfy our anticipated cash needs for working capital
and capital expenditures for at least the next 12 months. 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
Part I, 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.
Cash Flows
The following table summarizes our cash flows:
Year Ended December 31,
2019
2018
2017
Cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . .
Cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash, cash equivalents and
$
14,048
(1,285,792)
1,020,145
$
(In thousands)
7,983
(139,419)
515,819
$
(3,255)
(226,748)
36,437
restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
163
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Net (decrease) increase in cash, cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (251,599) $ 384,546
$(193,492)
Cash Flows from Operating Activities
In 2019, cash provided by operating activities consisted primarily of our net loss of $307.1 million
adjusted for non-cash items, including $264.3 million of stock-based compensation expense, $55.7 million
of tax benefit related to release of valuation allowance in connection with our acquisitions of other
businesses, $110.4 million of depreciation and amortization expense, $23.7 million amortization of the debt
discount and issuance costs related to our Notes, $23.2 million amortization of our operating right-of-use
asset and $48.0 million of cumulative changes in operating assets and liabilities. With respect to changes in
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operating assets and liabilities, accounts receivable and prepaid expenses increased $71.7 million primarily
due to the timing of cash receipts from certain of our larger customers, pre-payments for cloud
infrastructure fees and certain operating expenses. Accounts payable and other current liabilities increased
$63.4 million primarily due to increases in transaction volumes. Operating right-of-use liability decreased
$21.1 million due to payments made against our operating lease obligations. Other long-term assets
increased $18.0 million primarily due to an increase in the deferred sales commissions balances related to
the growth of our business.
In 2018, cash provided by operating activities consisted primarily of our net loss of $121.9 million
adjusted for non-cash items, including $93.3 million of stock-based compensation expense, $26.1 million of
depreciation and amortization expense, $14.1 million amortization of the debt discount and issuance costs
related to our Notes and $14.8 million of cumulative changes in operating assets and liabilities. With
respect to changes in operating assets and liabilities, accounts receivable and prepaid expenses increased
$67.0 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. Accounts payable
and other current liabilities increased $52.1 million and deferred revenue and customer deposits increased
$6.0 million primarily due to increases in transaction volumes.
In 2017, cash used in operating activities consisted primarily of our net loss of $63.7 million adjusted
for non-cash items, including $49.6 million of stock-based compensation expense, $18.8 million of
depreciation and amortization expense and $10.2 million of cumulative changes in operating assets and
liabilities. With respect to changes in operating assets and liabilities, accounts receivable and prepaid
expenses increased $13.1 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. Accounts
payable and other current liabilities increased $2.1 million and deferred revenue increased $3.6 million due
to increases in transaction volumes, which were partially offset by the $13.4 million release of tax liability
upon certain obligation settlements and estimate revisions as discussed further in detail in Note 12 of our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Cash Flows from Investing Activities
In 2019, cash used in investing activities was $1,285.8 million primarily consisting of $1,341.3 million of
purchases of marketable securities and other investments, net of maturities and sales, $122.7 million of net
cash paid to acquire other businesses as described in Note 6 to our consolidated financial statements
included elsewhere in this Annual Report on Form 10-K, $21.9 million related to capitalized software
development costs and $45.4 million related to purchases of long-lived assets.
In 2018, cash used in investing activities was $139.4 million, primarily consisting of $84.2 million of
purchases of marketable securities, net of maturities, $30.6 million of net cash paid to acquire other
businesses, as described in Note 6 to our consolidated financial statements included elsewhere in this
Annual Report on Form 10-K, and $19.5 million related to capitalized software development costs.
In 2017, cash used in investing activities was $226.7 million, primarily consisting of $177.3 million of
purchases of marketable securities, net of maturities, $22.6 million of net cash paid to acquire other
businesses, as described in Note 6 to our consolidated financial statements included elsewhere in this
Annual Report on Form 10-K, $17.3 million related to capitalized software development costs and
$9.5 million related to purchases of long-lived assets.
Cash Flows from Financing Activities
In 2019, cash provided by financing activities was $1,020.1 million primarily consisting of
$979.1 million in net proceeds from our public equity offering, as described in Note 13 to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K, and $57.5 million proceeds
from stock options exercised by our employees and shares issued under our employee stock purchase plan.
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In 2018, cash provided by financing activities was $515.8 million, primarily consisting of $537.1 million
net proceeds from our Notes, net of purchaser discounts and issuance costs paid in the period, and
$40.0 million proceeds from stock options exercised by our employees and shares issued under our
employee stock purchase plan. This was partially offset by a $58.5 million payment for capped call
transactions.
In 2017, cash provided by financing activities was $36.4 million, primarily consisting of $37.6 million
proceeds from stock options exercises by our employees and shares issued under our employee stock
purchase plan.
We have not entered into any off-balance sheet arrangements and do not have any holdings in
variable interest entities.
Off-Balance Sheet Arrangements
Contractual Obligations and Other Commitments
The following table summarizes our contractual obligations as of December 31, 2019:
Less Than
One Year
One to Three
Years
Three to Five
Years
Five Years
or More
Total
Payments
Operating leases(1)
Finance leases(2)
Convertible senior notes(3)
Noncancelable purchase obligations(4)
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
. . . . . . . .
$ 35,997
7,586
—
62,444
$ 67,976
6,992
—
53,668
(In thousands)
$ 53,259
1,896
549,999
3,750
$200,357
$43,125
581
17,055
— 549,999
— 119,862
Total payments . . . . . . . . . . . . . . . . . . . . . . .
$106,027
$128,636
$608,904
$43,706
$887,273
(1) Operating leases represent total future minimum rent payments under noncancelable operating lease
agreements.
(2) Finance leases represent total future minimum payments under a noncancelable financing lease
agreements.
(3) See Note 9 to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K for a discussion of our convertible senior notes.
(4) Noncancelable purchase obligations represent total future minimum payments under contracts with
our cloud infrastructure provider, network service providers and other vendors. Purchase obligations
exclude agreements that are cancelable without penalty. Unrecognized tax benefits are not included in
the table above because any amounts expected to be settled in cash are not material.
We have one business activity and operate in one reportable segment.
Segment Information
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting
principles in the United States of America. The preparation of these 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.
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We believe that the accounting policies, assumptions and estimates associated with revenue
recognition and business combinations have the greatest potential impact on our consolidated financial
statements. Therefore, we consider these to be our critical accounting policies and estimates.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an
amount that reflects the consideration we expect to receive in exchange for those products or services. We
enter into contracts that can include various combinations of products and services, which are generally
capable of being distinct and accounted for as separate performance obligations. Revenue is recognized
net of allowances for credits and any taxes collected from customers, which are subsequently remitted to
governmental authorities.
Our revenue is primarily derived from usage-based fees earned from customers accessing our
enterprise cloud computing services. Platform access is considered a monthly series comprising one
performance obligation and usage-based fees are recognized as revenue in the period in which the usage
occurs.
Subscription-based fees are derived from certain non-usage-based contracts, such as with the sales of
short codes and customer support. Non-usage-based contracts revenue is recognized on a ratable basis
over the contractual term which is generally one year or less.
Our arrangements do not contain general rights of return. However, credits may be issued on a
case-by-case basis. Credits are accounted for as variable consideration, are estimated based on historical
trends and are recorded against revenue. The contracts do not provide customers with the right to take
possession of the software supporting the applications. Amounts that have been invoiced are recorded in
accounts receivable and in revenue or deferred revenue depending on whether the revenue recognition
criteria have been met.
Business Combinations
Accounting for business combinations requires us to make significant estimates and assumptions,
especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities
assumed. We use our best estimates and assumptions to accurately assign fair value to the tangible and
intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those
acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets and
goodwill we have acquired include but are not limited to future expected cash flows from acquired
developed technologies; the acquired company’s trade name and existing customer relationships, as well as
assumptions about the period of time the acquired trade name will continue to be used in our offerings;
uncertain tax positions and tax related valuation allowances assumed; and discount rates. Unanticipated
events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates
or actual results.
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Recent Accounting Pronouncements Not Yet Adopted
See Note 2(ac) to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K for a discussion of recent accounting pronouncements not yet adopted.
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Item 7A. 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 rate sensitivities as follows:
Interest Rate Risk
We had cash and cash equivalents of $253.7 million and marketable securities of $1,599.0 million as of
December 31, 2019. Cash and cash equivalents consist of bank deposits and money market funds.
Marketable securities consist primarily of U.S. treasury securities and high credit quality corporate debt
securities. The cash and cash equivalents and marketable securities are held for working capital purposes.
Such interest-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. Due to the short-term nature of our investments, 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
consolidated financial statements.
In May 2018, we issued $550.0 million aggregate principal amount of Notes. The fair market value of
the Notes is affected by our stock price. The fair value of the Notes will generally increase as our common
stock price increases and will generally decrease as our common stock price declines in value. In addition,
the fair market value of the Notes is exposed to interest rate risk. Generally, the fair market value of our
fixed interest rate Notes will increase as interest rates fall and decrease as interest rates rise. Additionally,
on our balance sheet we carry the Notes at face value less unamortized discount and debt issuance cost,
and we present the fair value for required disclosure purposes only.
Currency Exchange Risks
The functional currency of our foreign subsidiaries is the U.S. dollar. The local currencies of our
foreign subsidiaries are the Australian dollar, the Bermuda dollar, the Brazilian real, British pound, the
Colombian peso, Czech Republic koruna, the Euro, the Hong Kong dollar, the Indian Rupee, the
Japanese yen, the Singapore dollar and the Swedish krona.
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 year. 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. We do not currently engage in
any hedging activity to reduce our potential exposure to currency fluctuations, although we may choose to
do so in the future. A hypothetical 10% change in foreign exchange rates during any of the periods
presented would not have had a material impact on our consolidated financial statements.
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Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
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89
90
91
92
93
94
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Twilio Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Twilio Inc. and subsidiaries (the
Company) as of December 31, 2019 and 2018, the related consolidated statements of operations,
comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period
ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). We
also have audited the Company’s internal control over financial reporting as of December 31, 2019, based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in
conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31,
2019 based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired SendGrid, Inc. (SendGrid) during fiscal 2019, and management excluded
from its assessment of the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2019, SendGrid’s internal control over financial reporting associated with $271.4 million,
or 5%, of total assets and $177.1 million, or 16%, of total revenues included in the consolidated financial
statements of the Company as of and for the year ended December 31, 2019. Our audit of internal control
over financial reporting of the Company also excluded an evaluation of the internal control over financial
reporting of SendGrid.
Change in Accounting Principle
As discussed in Note 2(v) to the consolidated financial statements, the Company has changed its
method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting
Standards Codification (ASC) Topic 842, Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management Report on Internal
Control Over Financial Reporting, appearing under Item 9A(b). Our responsibility is to express an
opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and
86
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of
the consolidated financial statements that were communicated or required to be communicated to the
Audit Committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Testing of revenue recognition
As discussed in Note 2(e) to the consolidated financial statements, and disclosed in the consolidated
statement of operations, the Company has recorded $1,134.5 million in revenues for the year ended
December 31, 2019. The Company’s revenue is derived from usage and non-usage based fees earned from
customers accessing the Company’s enterprise cloud computing services. The Company’s revenue
recognition process is highly automated and revenue is recorded within the Company’s general ledger
through reliance on customized and proprietary information technology (IT) systems.
We identified the testing of revenue recognition as a critical audit matter. This matter required
especially subjective auditor judgment because of the number of information technology (IT) applications
involved in the revenue recognition process. Auditor judgment was required in determining the nature and
extent of audit evidence obtained over revenue. Involvement of IT professionals with specialized skills and
knowledge was required to assist with the performance of certain procedures and determination of IT
applications subject to testing.
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The primary procedures we performed to address this critical audit matter included the following. We
involved IT professionals with specialized skills and knowledge, who assisted in testing the various systems
interacting with the Company’s revenue recognition process. We tested certain internal controls over the
Company’s general information technology and application controls related to the systems utilized within
the Company’s revenue recognition process, focusing on the automated elements of the flow of
transactions. We evaluated the Company’s significant accounting policies related to revenue recognition.
For a sample of customer agreements we tested the Company’s identification and treatment of significant
contract terms, including comparing the pricing reflected in the Company’s revenue IT system to the
contractually agreed upon pricing with the customer. For a sample of transactions we compared the
amounts recognized for consistency with underlying documentation, including contracts with customers.
We assessed the recorded revenue by comparing revenue to underlying cash receipts. We inspected credits
issued subsequent to year end to assess the revenue recorded within the period.
In addition, we evaluated the overall sufficiency of audit evidence obtained over revenue.
Assessment of the acquisition date valuation of intangible assets related to a business combination
As discussed in Note 6 to the consolidated financial statements, on February 1, 2019, the Company
acquired the outstanding shares of SendGrid, Inc. by issuing shares of its Class A common stock worth
approximately $2.7 billion. As part of the acquisition, the Company acquired $483.0 million of intangible
assets, including developed technology and customer relationships.
We identified the assessment of the acquisition date valuation of the developed technology and
customer relationship intangible assets acquired as a critical audit matter. There was a high degree of
subjectivity in evaluating the discount rate and forecasted revenue growth rates used to derive the fair
value of the developed technology and customer relationship acquired intangible assets.
The primary procedures we performed to address the critical audit matter included the following. We
tested certain internal controls over the Company’s valuation process, including the Company’s controls
over the revenue growth rate forecasts and the assumptions used to develop the discount rate. We
compared prior period forecasted revenue to prior period actual revenue to evaluate the Company’s ability
to forecast. We evaluated the Company’s forecasted revenue growth rates used to value intangible assets
by 1) comparing the growth forecast assumptions to peer companies; and 2) comparing forecasted growth
rates to historical growth rates. We involved a valuation professional with specialized skills and knowledge,
who assisted in testing by:
• Evaluating the discount rate used by the Company to value the developed technology and
customer relationship intangible assets by comparing it against a discount rate range that was
independently developed using publicly available data for comparable companies; and
• Developing an estimate of the fair value of the developed technology and customer relationship
intangible assets acquired using the Company’s cash flow forecast and independently developed
discount rate, and comparing the results of our estimate of fair value to the Company’s fair value
estimate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Santa Clara, California
March 2, 2020
88
TWILIO INC.
Consolidated Balance Sheets
As of December 31,
2019
2018
(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term marketable securities . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .
$
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating right-of-use asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
253,660
1,599,033
154,067
54,571
2,061,331
75
141,256
156,741
460,849
2,296,784
33,480
487,215
261,128
97,712
26,893
872,948
18,119
63,534
—
27,558
38,165
8,386
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,150,516
$
1,028,710
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other current liabilities . . . . . . . . . . . . . .
Deferred revenue and customer deposits . . . . . . . . . . . . . . . . . .
Operating lease liability, current . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liability, current . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability, noncurrent . . . . . . . . . . . . . . . . . . . . . .
Finance lease liability, noncurrent . . . . . . . . . . . . . . . . . . . . . . . .
Convertible senior notes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.001 par value, 100,000,000 shares
$
39,099
147,681
26,362
27,156
6,924
247,222
139,200
8,746
458,190
17,747
871,105
18,495
96,343
22,972
—
—
137,810
—
—
434,496
18,169
590,475
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authorized, none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Class A and Class B common stock, $0.001 par value per
share
Authorized shares 1,100,000,000 as of December 31, 2019
and 2018; Issued and outstanding shares 138,412,799 and
100,080,228 as of December 31, 2019 and 2018 . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138
4,952,999
5,086
(678,812)
4,279,411
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . .
$
5,150,516
$
See accompanying notes to consolidated financial statements.
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808,527
1,282
(371,674)
438,235
1,028,710
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TWILIO INC.
Consolidated Statements of Operations
Year Ended December 31,
2019
2018
2017
(In thousands, except share and per share amounts)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,134,468
525,551
$
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
608,917
Operating expenses:
Research and development
. . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . .
Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . .
Loss before provision for income taxes . . . . . . . . . . . . . .
Income tax benefit (provision) . . . . . . . . . . . . . . . . . . . . . . .
391,355
369,079
218,268
978,702
(369,785)
7,569
(362,216)
55,153
$
650,067
300,841
349,226
171,358
175,555
117,548
464,461
(115,235)
(5,923)
(121,158)
(791)
Net loss attributable to common stockholders . . . . . . . .
$
(307,063) $
(121,949) $
399,020
182,895
216,125
120,739
100,669
60,791
282,199
(66,074)
3,071
(63,003)
(705)
(63,708)
Net loss per share attributable to common
stockholders, basic and diluted . . . . . . . . . . . . . . . . . . .
$
(2.36) $
(1.26) $
(0.70)
Weighted-average shares used in computing net loss
per share attributable to common stockholders, basic
and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130,083,046
97,130,339
91,224,607
See accompanying notes to consolidated financial statements.
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TWILIO INC.
Consolidated Statements of Comprehensive Loss
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities, net of tax . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of tax . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
(In thousands)
$(307,063) $(121,949) $(63,708)
3,804
—
3,804
258
(1,001)
(743)
(598)
2,623
2,025
Comprehensive loss attributable to common stockholders . . . . . .
$(303,259) $(122,692) $(61,683)
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See accompanying notes to consolidated financial statements.
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TWILIO INC.
Consolidated Statements of Stockholders’ Equity
Common Stock
Class A
Common Stock
Class B
Shares
Amount
Shares
Amount
Additional
Paid In
Capital
Accumulated
Other
Comprehensive
Income
Accumulated
Deficit
Total
Stockholders’
Equity
37,252,138
$ 51
—
—
— 5,186,539
—
—
351,255
—
(In thousands, except share amounts)
$ —
$ 516,090
—
—
—
25,591
—
378
—
—
$ 36
—
6
—
—
Balance as of December 31, 2016
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of vested stock options . . . . . . . .
Vesting of early exercised stock options . . .
Vesting of restricted stock units . . . . . . . . .
Value of equity awards withheld for tax
liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of unvested stock options . . . . . .
Conversion of shares of Class B common
49,996,410
—
—
—
360,116
—
stock into shares of Class A . . . . . . . . . . . 18,710,499
794,142
45,383
—
Shares issued under ESPP . . . . . . . . . . . . . .
Donated common stock . . . . . . . . . . . . . . . .
Repurchases of unvested stock options . . .
Unrealized loss on marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . .
—
—
—
Balance as of December 31, 2017 . . . . . . . . 69,906,550
Net loss
Adjustment to opening retained earnings
due to adoption of ASC 606 . . . . . . . . . .
Exercises of vested stock options . . . . . . . .
Vesting of early exercised stock options . . .
Vesting of restricted stock units . . . . . . . . .
Value of equity awards withheld for tax
liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of unvested stock options . . . . . .
Conversion of shares of Class B common
stock into shares of Class A . . . . . . . . . . .
Shares issued under ESPP . . . . . . . . . . . . . .
Issuance of debt conversion option . . . . . . .
Debt conversion option issuance costs . . . .
Capped call option issuance costs . . . . . . . .
Donated common stock . . . . . . . . . . . . . . . .
Unrealized gain on marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . .
—
—
—
—
1,970,565
8,530,980
325,262
—
—
—
62,338
—
—
—
Balance as of December 31, 2018 . . . . . . . . 80,769,763
Net loss
Exercises of vested stock options . . . . . . . .
Recapitalization of a subsidiary . . . . . . . . . .
Vesting of early exercised stock options . . .
Vesting of restricted stock units . . . . . . . . .
Value of equity awards withheld for tax
—
1,466,813
—
—
2,775,788
—
—
18
1
—
—
—
—
—
70
—
(22,538) —
—
22,510
(18)
(18,710,499)
—
—
—
—
(16,159) —
—
—
—
24,063,246
—
—
—
— 3,625,991
—
—
172,211
2
—
—
—
24
—
—
4
—
—
8
—
—
—
—
—
—
—
—
80
—
1
—
—
2
(8,530,980)
—
—
—
—
—
—
—
—
19,310,465
—
2,154,053
—
—
117,331
(8)
—
—
—
—
—
—
—
—
20
—
2
—
—
1
(678)
—
—
11,917
1,172
(100)
—
—
53,795
608,165
—
—
29,732
36
—
(2,654)
—
—
10,122
119,435
(2,819)
(58,465)
5,996
—
—
98,979
808,527
—
37,739
75
21
—
(25,932) —
—
—
(22,044) —
—
2,041
liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,543) —
(22,095) —
(5,412)
Conversion of shares of Class B common
stock into shares of Class A . . . . . . . . . . . 10,029,127
244,628
Shares issued under ESPP . . . . . . . . . . . . . .
Issuance of common stock in connection
with a follow-on public offering, net . . . .
8,064,515
Costs related to the follow-on public
offering . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Shares issued in acquisition . . . . . . . . . . . . . 23,555,081
Value of equity awards assumed in
acquisition . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . .
—
—
—
9
—
8
—
24
—
—
—
(10,029,127)
—
—
—
—
—
—
—
(9)
—
—
—
19,738
979,992
—
(953)
— 2,658,874
—
—
—
182,554
—
271,844
$ (186,730) $ 329,447
(63,708)
25,597
378
—
(63,708)
—
—
—
—
—
—
—
—
—
—
—
(678)
—
—
11,918
1,172
(100)
(598)
2,623
53,795
(250,438)
359,846
(121,949)
(121,949)
713
—
—
—
—
—
—
—
—
—
—
—
—
—
—
713
29,736
36
2
(2,654)
—
—
10,122
119,435
(2,819)
(58,465)
5,996
258
(1,001)
98,979
(371,674)
438,235
(307,063)
—
(75)
—
—
—
—
—
(307,063)
37,742
—
21
3
(5,412)
—
19,738
980,000
—
(953)
— 2,658,898
—
—
—
182,554
3,804
271,844
—
—
—
—
—
—
(598)
2,623
—
2,025
—
—
—
—
—
—
—
—
—
—
—
—
—
258
(1,001)
—
1,282
—
—
—
—
—
—
—
—
—
—
—
3,804
—
Balance as of December 31, 2019 . . . . . . . .126,882,172
$124
11,530,627
$ 14
$4,952,999
$ 5,086
$(678,812)
$4,279,411
See accompanying notes to consolidated financial statements.
92
TWILIO INC.
Consolidated Statements of Cash Flows
Year Ended December 31,
2019
2018
2017
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
$ (307,063) $(121,949) $ (63,708)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash reduction to the right-of-use asset
Net amortization of investment premium and discount
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount and issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit related to release of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue and customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating right of use liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110,430
23,193
(4,501)
23,696
264,318
(55,745)
7,676
(51,357)
(20,316)
(18,021)
17,255
46,154
2,968
(21,138)
(3,501)
14,048
26,095
—
(1,496)
14,053
93,273
—
12,824
(58,234)
(8,739)
(5,305)
6,980
45,120
5,958
—
(597)
7,983
18,764
—
262
—
49,619
—
2,018
(15,280)
2,214
(1,984)
5,433
(3,312)
3,560
—
(841)
(3,255)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of marketable securities and other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and maturities of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized software development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122,749
(2,038,422)
697,171
(21,922)
(45,368)
(30,574)
(279,687)
195,497
(19,546)
(5,109)
(22,621)
(293,186)
115,877
(17,280)
(9,538)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,285,792)
(139,419)
(226,748)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from a public offering, net of underwriting discount . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of costs related to public offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of convertible senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of capped call . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercises of stock options and shares issued in ESPP . . . . . . . . . . . . . . . . . . . .
Value of equity awards withheld for tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
980,000
(877)
—
—
—
(5,400)
(5,646)
57,480
(5,412)
—
—
—
550,000
(12,941)
(58,465)
—
—
39,879
(2,654)
—
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,020,145
515,819
Effect of exchange rate changes on cash, cash equivalents and restricted cash . . . . . . . . . . . .
—
163
—
(430)
—
—
—
—
—
37,645
(678)
(100)
36,437
74
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED
CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period . . . . . . .
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period . . . . . . . . . . . .
Cash paid for income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Finance lease right-of-use assets assumed in a business combination . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment through finance leases . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition holdback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
Value of common stock issued and stock awards assumed in acquisition . . . . . . . . . . . . . . . . .
$ 2,841,452
Stock-based compensation capitalized in software development costs . . . . . . . . . . . . . . . . . . .
$
7,777
See accompanying notes to consolidated financial statements.
93
(251,599)
505,334
384,546
120,788
(193,492)
314,280
253,735
$ 505,334
$ 120,788
1,368
2,290
14,173
5,848
7,980
$
$
$
$
$
$
$
564
741
$
$
605
—
— $
2,478
2,290
$
$
— $
—
—
—
—
5,706
$
4,176
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K
TWILIO INC.
Notes to Consolidated Financial Statements
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 leader in the Cloud Communications Platform category and enables developers to build,
scale and operate real-time communications within their software applications via simple-to-use
Application Programming Interfaces (“API”). The power, flexibility, and reliability offered by the
Company’s software building blocks empower entities of virtually every shape and size to build world-class
engagement into their customer experience.
The Company’s headquarters are located in San Francisco, California, and the Company has
subsidiaries in Australia, Bermuda, Brazil, Colombia, Czech Republic, Estonia, France, Germany, Hong
Kong, Ireland, India, Japan, the Netherlands, Singapore, Spain, Sweden, United Kingdom and the United
States.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America (“U.S. GAAP”).
(b) Principles of Consolidation
The 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 financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, 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 sales credit reserves; recoverability of long-lived and intangible assets;
capitalization and useful life of the Company’s capitalized internal-use 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, therefore, actual results could differ materially from those estimates.
Management periodically evaluates such estimates and they are adjusted prospectively based upon such
periodic evaluation.
(d) Concentration of Credit Risk
Financial instruments that potentially expose the Company to a concentration of credit risk consist
primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company maintains
cash, cash equivalents and marketable securities with financial institutions that management believes are
financially sound and have minimal credit risk exposure although the balances will exceed insured limits.
The Company sells its services to a wide variety of customers. If the financial condition or results of
operations of any significant customers deteriorate substantially, operating results could be adversely
affected. To reduce credit risk, management performs 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
94
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
may differ from the Company’s estimates. During the years ended December 31, 2019, 2018 and 2017, no
customer organization accounted for more than 10% of the Company’s total revenue.
As of December 31, 2019 and 2018, no customer organization represented more than 10% of the
Company’s gross accounts receivable.
(e) Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an
amount that reflects the consideration the Company expects to receive in exchange for those products or
services. The Company enters into contracts that can include various combinations of products and
services, which are generally capable of being distinct and accounted for as separate performance
obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers,
which are subsequently remitted to governmental authorities.
The Company determines revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer;
• Identification of the performance obligations in the contract;
• Determination of the transaction price;
• Allocation of the transaction price to the performance obligations in the contract; and
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
Nature of Products and Services
The Company’s revenue is primarily derived from usage-based fees earned from customers accessing
the Company’s enterprise cloud computing services. Platform access is considered a monthly series
comprising of one performance obligation and usage-based fees are recognized as revenue in the period in
which the usage occurs. In the years ended December 31, 2019, 2018 and 2017, the revenue from usage-
based fees represented 75%, 84% and 83% of total revenue, respectively.
Subscription-based fees are derived from certain non-usage-based contracts, such as with the sales of
short codes and customer support. Non-usage-based contracts revenue is recognized on a ratable basis
over the contractual term which is generally one year or less. In the years ended December 31, 2019, 2018
and 2017, the revenue from non-usage-based fees represented 25%, 16%, and 17% of total revenue,
respectively.
The Company applied the optional exemption of not disclosing the transaction price allocated to the
remaining performance obligations for its usage-based contracts and contracts with original duration of
one year or less. The majority of the Company’s contracts have a duration of one year or less.
No significant judgments are required in determining whether products and services are considered
distinct performance obligations and should be accounted for separately versus together, or to determine
the stand-alone selling price (“SSP”).
The Company’s arrangements do not contain general rights of return. However, credits may be issued
on a case-by-case basis. The contracts do not provide customers with the right to take possession of the
95
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
software supporting the applications. Amounts that have been invoiced are recorded in accounts
receivable and in revenue or deferred revenue depending on whether the revenue recognition criteria have
been met.
(f) Deferred Revenue and Customer Deposits
Deferred revenue is recorded when cash payments are received in advance of future usage on
non-cancelable contracts. Customer refundable prepayments are recorded as customer deposits. As of
December 31, 2019 and 2018, the Company recorded $26.4 million and $23.0 million as its deferred
revenue and customer deposits, respectively. During the years ended December 31, 2019 and 2018, the
Company recognized $18.7 million and $10.6 million of revenue, respectively, that was included in the
deferred revenue and customer deposits balance as of the end of the prior year.
(g) Deferred Sales Commissions
The Company records an asset for the incremental costs of obtaining a contract with a customer, for
example, sales commissions that are earned upon execution of contracts. The Company uses the portfolio
of data method to determine the estimated period of benefit of capitalized commissions which is
determined to be five years. Amortization expense related to these capitalized costs related to initial
contracts, upsells and renewals, is recognized on a straight line basis over the estimated period of benefit of
the capitalized commissions.
Total net capitalized costs as of December 31, 2019 and 2018 were $30.4 million and $9.4 million,
respectively, and are included in prepaid expenses and other current and long-term assets in the
accompanying consolidated balance sheets. Amortization of these assets was $4.5 million and $1.4 million
in the years ended December 31, 2019 and 2018, respectively, and is included in sales and marketing
expense in the accompanying consolidated statements of operations.
(h) Cost of Revenue
Cost of revenue consists primarily of costs of communications services purchased from network
service providers. Cost of revenue also includes fees to support the Company’s cloud infrastructure, direct
costs of personnel, such as salaries and stock-based compensation for the customer care and support
services employees, and non-personnel costs, such as amortization of capitalized internal-use software
development costs and amortization of acquired intangibles.
(i) Research and Development Expense
Research and development expenses consist primarily of personnel costs, cloud infrastructure fees for
staging and development, outsourced engineering services, amortization of capitalized internal-use
software development costs and an allocation of general overhead expenses. The Company capitalizes the
portion of its software development costs that meets the criteria for capitalization.
(j) Internal-Use Software Development Costs
Certain costs of platform and other software applications developed for internal use are capitalized.
The Company capitalizes qualifying internal-use software development costs that are incurred during the
application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary
project stage is completed and (ii) it is probable that the software will be completed and used for its
96
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
intended function. Capitalization ceases when the software is substantially complete and ready for its
intended use, including the completion of all significant testing. The Company also capitalizes costs related
to specific upgrades and enhancements when it is probable the expenditures will result in additional
functionality. Costs incurred for maintenance, minor upgrades and enhancements are expensed. Costs
related to preliminary project activities and post-implementation operating activities are also expensed as
incurred.
Capitalized costs of platform and other software applications are included in property and equipment.
These costs are amortized over the estimated useful life of the software on a straight-line basis over three
years. Management evaluates the useful life of these assets on an annual basis and tests for impairment
whenever events or changes in circumstances occur that could impact the recoverability of these assets.
The amortization of costs related to the platform applications is included in cost of revenue, while the
amortization of costs related to other software applications developed for internal use is included in
operating expenses.
(k) Advertising Costs
Advertising costs are expensed as incurred and were $27.0 million, $10.6 million and $4.9 million in
the years ended December 31, 2019, 2018, and 2017, respectively. Advertising costs are included in sales
and marketing expenses in the accompanying consolidated statements of operations.
(l) Stock-Based Compensation
All stock-based compensation to employees, including the purchase rights issued under the
Company’s 2016 Employee Stock Purchase Plan (the “ESPP”), is measured on the grant date based on the
fair value of the awards on the date of grant. This cost is recognized as an expense following straight-line
attribution method over the requisite service period. The Company uses the Black-Scholes option pricing
model to measure the fair value of its stock options and the purchase rights issued under the ESPP. The
fair value of the restricted stock units is determined using the fair value of the Company’s Class A common
stock on the date of grant and recognized as an expense following straight-line attribution method over the
requisite service period. Prior to adoption of ASU 2016-09, the stock-based compensation was recorded
net of estimated forfeitures.
Compensation expense for stock options granted to nonemployees is calculated using the Black-
Scholes option pricing model and is recognized in expense over the service period.
The Black-Scholes option pricing model requires the use of complex assumptions, which determine
the fair value of stock-based awards. These assumptions include:
• Fair value of the common stock. The Company uses the market closing price of its Class A common
stock, as reported on the New York Stock Exchange, for the fair value.
• Expected term. The expected term represents the period that the stock-based awards are expected to
be outstanding. The Company uses the simplified calculation of expected term, as the Company
does not have sufficient historical data to use any other method to estimate expected term;
• Expected volatility. The expected volatility is derived from an average of the historical volatilities of
the common stock of the Company and several other entities with characteristics similar to those of
the Company, such as the size and operational and economic similarities to the Company’s
principal business operations;
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
• Risk -free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect
at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the
expected term of the stock-based awards; and
• Expected dividend. The expected dividend is assumed to be zero as the Company has never paid
dividends and has no current plans to pay any dividends on its common stock.
If any of the assumptions used in the Black-Scholes model changes, stock-based compensation for
future options may differ materially compared to that associated with previous grants.
(m) Income Taxes
The Company accounts for income taxes in accordance with authoritative guidance which requires the
use of the asset and liability approach. Deferred tax assets and liabilities are recognized for future tax
consequences attributable to temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit
carry-forwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in
effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely
than not to be realized.
The Company recognizes the effect of uncertain income tax positions only if those positions are more
likely than not of being sustained. Recognized income tax positions are measured at the largest amount
that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs.
The Company records interest and penalties related to uncertain tax positions in the provision for
income taxes in the consolidated statements of operations.
(n) Foreign Currency Translation
The functional currency of the Company’s foreign subsidiaries is generally the U.S. dollar.
Accordingly, the 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 year. Remeasurement adjustments are recognized in the
consolidated statements of operations as other income or expense in the year of occurrence. Foreign
currency transaction gains and losses were insignificant for all periods presented.
For those entities where the functional currency is a foreign currency, adjustments resulting from
translating the financial statements into U.S. dollars are recorded as a component of accumulated other
comprehensive income (loss) in stockholders’ equity. Monetary assets and liabilities denominated in a
foreign currency are translated into US dollars at the exchange rate on the balance sheet date. Revenue
and expenses are translated at the weighted average exchange rates during the period. Equity transactions
are translated using historical exchange rates. Foreign currency transaction gains and losses are included in
other income (expense), net in the consolidated statements of operations.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
(o) Comprehensive Income (Loss)
Comprehensive income (loss) refers to net income (loss) and other revenue, expenses, gains and
losses that, under generally accepted accounting principles, are recorded as an element of stockholders’
equity but are excluded from the calculation of net income (loss).
(p) Net Loss Per Share Attributable to Common Stockholders
The Company calculates its basic and diluted net loss per share attributable to common stockholders
in conformity with the two-class method required for companies with participating securities. All series of
convertible preferred stock are considered to be participating securities as the holders of the preferred
stock are entitled to receive a non-cumulative dividend on a pro rata pari passu basis in the event that a
dividend is declared or paid on common stock. Shares of common stock issued upon early exercise of stock
options that are subject to repurchase are also considered to be participating securities, because holders of
such shares have non-forfeitable dividend rights in the event a dividend is declared or paid on common
stock. Under the two-class method, in periods when the Company has net income, net income attributable
to common stockholders is determined by allocating undistributed earnings, calculated as net income less
current period convertible preferred stock non-cumulative dividends, between common stock and the
convertible preferred stock. In computing diluted net income attributable to common stockholders,
undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s
basic net loss per share attributable to common stockholders is calculated by dividing the net loss
attributable to common stockholders by the weighted-average number of shares of common stock
outstanding for the period. The diluted net loss per share attributable to common stockholders is
computed by giving effect to all potential dilutive common stock equivalents outstanding for the period.
The dilutive effect of these potential common shares is reflected in diluted earnings per share by
application of the treasury stock method. For purposes of this calculation, convertible preferred stock,
options to purchase common stock, unvested restricted stock units, common stock issued subject to future
vesting, any shares of stock committed under the ESPP, any shares of stock held in escrow and any shares
of stock reserved for future donations are considered common stock equivalents but have been excluded
from the calculation of diluted net loss per share attributable to common stockholders as their effect is
antidilutive.
Class A and Class B common stock are the only outstanding equity of 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 10 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 on a one-for-one basis, and are automatically
converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of
Class A common stock are not convertible.
(q) Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less
when purchased to be cash equivalents. Cash equivalents consist of cash deposited into money market
funds and reverse repurchase agreements. All credit and debit card transactions that process as of the last
day of each month and settle within the first few days of the subsequent month are also classified as cash
and cash equivalents as of the end of the month in which they were processed.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
(r) Restricted Cash
Restricted cash consists of cash deposited into a savings account with a financial institution as
collateral for the Company’s obligations under certain vendor and facility leases contracts.
(s) Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded net of the allowance for doubtful accounts. The allowance for
doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer
accounts receivable. The Company regularly reviews the allowance by considering certain factors such as
historical experience, credit quality, age of accounts receivable balances and other known conditions that
may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may
impair a specific customer’s ability to meet their financial obligations, a specific allowance is recorded
against amounts due from the customer which reduces the net recognized receivable to the amount the
Company reasonably believe will be collected. The Company writes-off accounts receivable against the
allowance when a determination is made that the balance is uncollectible and collection of the receivable is
no longer being actively pursued. The allowance for doubtful accounts was $6.3 million and $4.9 million as
of December 31, 2019 and 2018, respectively.
(t) Costs Related to Public Offerings
Costs related to the public offerings, which consist of direct incremental legal, printing and accounting
fees, are deferred until the offering is completed. Upon completion of the offering, these costs are offset
against the offering proceeds within the consolidated statements of stockholders’ equity. In the year ended
December 31, 2019, the Company recorded in its consolidated statement of stockholders’ equity
$1.0 million in total offering costs.
(u) Property and Equipment
Property and equipment, both owned and under finance leases, is stated at cost less accumulated
depreciation and amortization. Depreciation is computed using the straight-line method over the
estimated useful life of the related asset. Maintenance and repairs are charged to expenses as incurred.
The useful lives of property and equipment are as follows:
Capitalized internal-use software development costs . . . . . . . . . . . .
Data center equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets under financing lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 years
2 - 4 years
3 years
5 years
3 years
5 years or remaining lease term
5 years or remaining lease term
(v) Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases
(Topic 842)”, which was further clarified in July 2018 by ASU 2018-10, “Codification Improvements to Topic
842, Leases”, and ASU 2018-11, “Leases-Targeted Improvements”. ASU 2018-10 provides narrow
amendments to clarify how to apply certain aspects of the new lease standard. ASU 2018-11 addresses
implementation issues related to the new lease standard. The standard became effective for the Company
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
on January 1, 2019. Under this standard, lessees are required to recognize in the balance sheet the
right-of-use (“ROU”) assets and lease liabilities that arise from operating leases. The Company adopted
the standard using the optional alternative method on a prospective basis with an effective date as of the
beginning of the Company’s fiscal year, January 1, 2019, and applied it to the operating leases that existed
on that date. Prior year comparative financial information was not recast under the new standard and
continues to be presented under ASC 840. The Company elected to utilize the package of practical
expedients available for expired or existing contracts which allowed the Company to carryforward
historical assessments of (a) whether contracts are or contain leases, (b) lease classification, and (c) initial
direct costs. The Company elected the use of hindsight practical expedient in determining the lease term
and assessing the likelihood that lease renewal, termination or purchase option will be exercised. The
Company also elected to apply the short-term lease exception for all leases. Under the short-term lease
exception, the Company will not recognize ROU assets or lease liabilities for leases that, at the acquisition
date, have a remaining lease term of 12 months or less.
As a result of implementing this guidance, the Company recognized a $123.5 million net operating
ROU asset and a $132.0 million operating lease liability in its consolidated balance sheet as of January 1,
2019. The ROU asset was presented net of deferred rent of $9.0 million as of January 1, 2019, in the
accompanying consolidated balance sheet. In addition, on February 1, 2019, the Company acquired
through its business combination with SendGrid approximately $33.7 million in operating ROU assets,
$32.6 million in operating lease liability, $14.2 million in finance ROU assets and $13.6 million in finance
lease liability.
The Company measured the lease liability at the present value of the future lease payments as of
January 1, 2019. The Company used its incremental borrowing rate to discount the lease payments. The
Company derived the discount rate, adjusted for differences in the term and payment patterns, from the
information available at the adoption date. The right-of-use asset is valued at the amount of the lease
liability adjusted for the remaining December 31, 2018, balance of unamortized lease incentives, prepaid
rent and deferred rent. The lease liability is subsequently measured at the present value of unpaid future
lease payments as of the reporting date with a corresponding adjustment to the right-of-use asset. Absent a
lease modification, the Company will continue to utilize the January 1, 2019, incremental borrowing rate.
The Company recognizes operating lease costs on a straight-line basis and presents these costs as
operating expenses within the consolidated statements of operations and comprehensive loss. Within the
consolidated statements of cash flows the Company presents the lease payments made on the operating
leases within the cash flows from operations and principal payments made on the finance leases as part of
financing activities.
The financial results for the year ended December 31, 2019, are presented under the new standard,
while the comparative periods presented are not adjusted and continue to be reported in accordance with
the Company’s historical accounting policy.
See Note 5, “Right-of-use Assets and Lease Liabilities” for further information.
(w) Intangible Assets
Intangible assets recorded by the Company are costs directly associated with securing legal
registration of patents and trademarks, acquiring domain names and the fair value of identifiable
intangible assets acquired in business combinations.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
Intangible assets with determinable economic lives are carried at cost, less accumulated amortization.
Amortization is computed over the estimated useful life of each asset on a straight-line basis. The
Company determines the useful lives of identifiable intangible assets after considering the specific facts
and circumstances related to each intangible asset. Factors the Company considers when determining
useful lives include the contractual term of any agreement related to the asset, the historical performance
of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which
could impact the useful life of the asset and other economic factors, including competition and specific
market conditions. Intangible assets without determinable economic lives are carried at cost, not amortized
and reviewed for impairment at least annually.
The useful lives of the intangible assets are as follows:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplier relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Telecommunication licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domain names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 - 7 years
2 - 8 years
2 - 5 years
5 years
20 years
Indefinite
Indefinite
Indefinite
(x) Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable
assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least
annually or whenever events or changes in circumstances indicate that the carrying value may not be
recoverable. The Company has determined that it operates as one reporting unit and has selected
November 30 as the date to perform its annual impairment test. In the valuation of goodwill, management
must make assumptions regarding estimated future cash flows to be derived from the Company’s business.
If these estimates or their related assumptions change in the future, the Company may be required to
record impairment for these assets.
The Company has the option to first perform a qualitative assessment to determine if it is more likely
than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may
elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The
first step of the impairment test involves comparing the fair value of the reporting unit to its net book
value, including goodwill. If the net book value exceeds its fair value, the Company would perform the
second step of the goodwill impairment test to determine the amount of the impairment loss.
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 required 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. The impairment is limited to the carrying amount of goodwill. This guidance is
applied prospectively. The Company early adopted this guidance effective April 1, 2019, which did not
have a material impact to its consolidated financial statements.
No goodwill impairment charges have been recorded for any period presented.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
(y) Impairment of Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment and intangible assets,
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets held and used is measured by a comparison of the
carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to
be generated by the asset or asset group. If such evaluation indicates that the carrying amount of the asset
or the asset group is not recoverable, any impairment loss would be equal to the amount the carrying value
exceeds the fair value. There was no impairment during the years ended December 31, 2019, 2018 and
2017.
(z) Business Combinations
The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date
fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets
acquired and liabilities assumed on the acquisition date. While the Company uses its best estimates and
assumptions as part of the purchase price allocation process to accurately value assets acquired and
liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative
guidance allows a measurement period of up to one year from the date of acquisition to make adjustments
to the preliminary allocation of the purchase price. As a result, during the measurement period the
Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the
corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase
price allocation. Upon conclusion of the measurement period or final determination of the values of the
assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded
to the consolidated statement of operations.
(aa) Segment Information
The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the
Company’s financial information presented on a consolidated basis for purposes of allocating resources
and evaluating the Company’s financial performance. Accordingly, the Company has determined that it
operates in a single reporting segment.
(ab) Fair Value of Financial Instruments
The Company applies fair value accounting for all financial instruments on a recurring basis. The
Company’s financial instruments, which include cash, cash equivalents, accounts receivable and accounts
payable are recorded at their carrying amounts, which approximate their fair values due to their short-term
nature. Restricted cash is long-term in nature and consists of cash in a savings account, hence its carrying
amount approximates its fair value. Marketable securities consist of U.S. treasury securities, high credit
quality corporate debt securities and reverse repurchase agreements. All marketable securities are
considered to be available-for-sale and recorded at their estimated fair values. Unrealized gains and losses
for available-for-sale securities are recorded in other comprehensive income (loss). In valuing these items,
the Company uses inputs and assumptions that market participants would use to determine their fair value,
utilizing valuation techniques that maximize the use of observable inputs and minimize the use of
unobservable inputs. The fair value of the convertible senior notes due 2023 (the “Notes”) is determined
based on the closing price for the Notes on the last trading day of the reporting period and is considered as
Level 2 in the fair value hierarchy.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
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 accounting guidance for fair value provides a framework for measuring fair value, clarifies the
definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as
the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly
transaction between market participants at the reporting date. The accounting guidance establishes a
three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair
value as follows:
• Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities
accessible to the reporting entity at the measurement date.
• Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the asset or liability.
• Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent
that observable inputs are not available, thereby allowing for situations in which there is little, if
any, market activity for the asset or liability at measurement date.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure
Framework-Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments under
ASU 2018-13 remove, add and modify certain disclosure requirements on fair value measurements. The
amendments are effective for interim and annual periods beginning after December 15, 2019. The
Company early adopted this guidance effective April 1, 2019, which did not have a material impact to its
consolidated financial statements.
(ac) Recently Issued Accounting Guidance, Not yet Adopted
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes”
which simplifies the accounting for income taxes by removing certain exceptions to the general principles
for income taxes. ASU 2019-12 will be effective for the Company beginning January 1, 2021, and early
adoption is permitted. The Company does not expect the adoption of this guidance to have a material
impact on its consolidated financial statements
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use
Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That is a Service Contract”. This standard aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for
capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is
effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted.
The Company is evaluating the impact of this guidance on its consolidated financial statements.
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Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued)
In June 2016, the FASB issued ASU 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. In November 2018, the FASB issued ASU 2018-19, “Codification
Improvements to Topic 326, Financial Instruments-Credit Losses”, which clarifies that receivables arising
from operating leases are not within the scope of Topic 326, Financial Instruments-Credit Losses. Instead,
impairment of receivables arising from operating leases should be accounted for in accordance with
Topic 842, Leases. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic
326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments,” which clarifies treatment of certain credit losses. In May 2019, the FASB issued ASU 2019-05,
“Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief”, which permits an entity,
upon adoption of ASU 2016-13, to irrevocably elect the fair value option (on an instrument-by-instrument
basis) for eligible financial assets measured at amortized cost basis. In November 2019, the FASB issued
ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which
clarifies the accounting treatment and disclosure requirements for assets purchased with credit
deterioration, troubled debt restructurings, and certain other investments. In February 2020, the FASB
issued ASU 2020-02, “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842)
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC
Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This
ASU provides guidance regarding methodologies, documentation, and internal controls related to
expected credit losses. These ASUs are effective for interim and annual periods beginning after
December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of this
guidance on its consolidated financial statements.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
3. Fair Value Measurements
The following tables provide the financial assets measured at fair value on a recurring 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
December 31, 2019
Level 1
Level 2
Level 3
Aggregate
Fair Value
(In thousands)
153,252 $ — $ —
$ — $153,252 $
— $ — $
153,252
Financial Assets:
Cash and cash equivalents:
Money market funds . . . . $
Reverse repurchase
agreements . . . . . . . . . .
35,800
Total included in cash
and cash
equivalents . . . . . . . .
189,052
—
—
—
—
—
—
35,800
—
35,800
— 153,252
35,800
—
189,052
Marketable securities:
U.S. Treasury
securities . . . . . . . . . .
Corporate debt
securities and
commercial paper . .
Total marketable
215,847
241
(3)
— 216,085
—
—
216,085
1,378,487
4,516
securities . . . . . . . . . .
1,594,334
4,757
Strategic investments . . . . . .
5,500
—
(55)
(58)
—
—
5,000 1,377,948
— 221,085 1,377,948
—
—
—
—
— 5,500
1,382,948
1,599,033
5,500
Total financial assets . . . . $ 1,788,886 $ 4,757
$
(58)
$ — $374,337 $1,413,748 $5,500 $
1,793,585
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, 2019
Level 1
Level 2
Level 3
Aggregate
Fair Value
(In thousands)
420,234 $ — $ —
$ — $420,234 $
— $ — $
420,234
Financial Assets:
Cash and cash equivalents:
Money market funds . . . . $
Reverse repurchase
agreements . . . . . . . . . .
Commercial paper . . . . . .
Total included in cash
and cash
equivalents . . . . . . . .
Marketable securities:
U.S. Treasury
securities . . . . . . . . . . . .
Corporate debt securities
and commercial
paper . . . . . . . . . . . . . . .
Total marketable
35,000
9,983
465,217
59,785
201,683
securities . . . . . . . . . .
261,468
Total financial assets . . . . $ 726,685
$
—
—
—
—
23
23
23
—
—
—
—
—
—
—
35,000
9,983
—
—
35,000
9,983
— 420,234
44,983
—
465,217
(7)
(9)
59,769
—
—
59,769
(123)
(224)
— 201,359
(130)
(233)
59,769
201,359
—
—
201,359
261,128
$(130)
$(233)
$480,003 $ 246,342 $ — $
726,345
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
3. Fair Value Measurements (Continued)
As the Company views its marketable securities as available to support current operations, it has
classified all available for sale securities as short-term. As of December 31, 2019, the Company had no
securities that were in unrealized loss position for over 12 months. As of December 31, 2018, for fixed
income 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
December 31, 2019 and 2018, the Company anticipates that it will recover the entire amortized cost basis
of such fixed income securities and determined that no other-than-temporary impairments were required
to be recognized during the years ended December 31, 2019, 2018 and 2017.
Interest earned on marketable securities was $20.8 million, $3.0 million and $2.6 million in the years
ended December 31, 2019, 2018 and 2017, respectively. The interest is recorded as other income (expense),
net, in the accompanying consolidated statements of operations.
The following table summarizes the contractual maturities of marketable securities:
As of December 31, 2019
As of December 31, 2018
Amortized
Cost
Aggregate
Fair Value
Amortized
Cost
Aggregate
Fair Value
(In thousands)
Financial Assets:
Less than one year . . . . . . . . . . . . . . . . .
One to three years . . . . . . . . . . . . . . . . .
$ 859,996
734,338
$ 861,181
737,852
$261,468
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,594,334
$1,599,033
$261,468
$261,128
—
$261,128
The Company enters into reverse securities repurchase agreements, primarily for short-term
investments with maturities of 90 days or less. As of December 31, 2019 and 2018, the Company was party
to reverse repurchase agreements totaling $35.8 million and $35.0 million, respectively, which were
reported in cash and equivalents in the accompanying consolidated balance sheets. Under these reverse
securities repurchase agreements, the Company typically lends available cash at a specified rate of interest
and holds U.S. government securities as collateral during the term of the agreement. Collateral value is in
excess of the amounts loaned under these agreements.
In May and August 2019, the Company made strategic investments totaling $5.5 million into privately
held debt securities in which the Company does not have a controlling interest or significant influence.
These securities are recorded at fair value in other long-term assets in the consolidated balance sheet. The
Company classifies its strategic investments as Level 3 within the fair value hierarchy based on the nature
of the fair value inputs and judgment involved in the valuation process. There were no material changes to
fair value of these securities during the year ended December 31, 2019.
As of December 31, 2019 and 2018, the fair value of the 0.25% convertible senior notes due 2023 (the
“Notes”), as further described in Note 9 below, was approximately $841.3 million and $743.4 million,
respectively. The fair value of the Notes is determined based on the closing price on the last trading day of
the reporting period and is classified as a Level 2 security within the fair value hierarchy.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
4. Property and Equipment
Property and equipment consisted of the following:
Capitalized internal-use software development costs . . . . .
Data center equipment(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total property and equipment . . . . . . . . . . . . . . . . . . . .
Less: accumulated depreciation and amortization . . . . . . . .
As of December 31,
2019
2018
(In thousands)
100,155
22,009
55,886
25,083
10,095
9,176
222,404
(81,148)
$
72,647
—
15,293
13,563
4,918
1,849
108,270
(44,736)
Total property and equipment, net . . . . . . . . . . . . . . . .
$
141,256
$
63,534
(1) Data center equipment and furniture and fixtures contain assets under finance
leases. See Note 5 for further detail.
Depreciation and amortization expense was $37.5 million, $18.9 million and $13.1 million for the years
ended December 31, 2019, 2018 and 2017, respectively.
The Company capitalized $29.7 million, $25.3 million and $21.5 million in internal-use software
development costs in the years ended December 31, 2019, 2018 and 2017, respectively, of which
$7.8 million, $5.7 million and $4.2 million, respectively, was stock-based compensation expense.
Amortization of capitalized software development costs was $17.1 million, $13.0 million, and $8.4 million
in the years ended December 31, 2019, 2018 and 2017, respectively. The amortization of the capitalized
software development costs was allocated as follows:
Year Ended December 31,
2019
2018
2017
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development
. . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . .
$ 9,546
7,345
213
(In thousands)
$ 6,898
5,437
689
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,104
$13,024
$4,788
3,619
—
$8,407
5. Right-of-Use Asset and Lease Liabilities
The Company determines if an arrangement is a lease at inception. The Company presents the
operating leases in long-term assets and current and long-term liabilities. Finance lease assets are included
in property and equipment, net, and finance lease liabilities are presented in current and long-term
liabilities in the accompanying consolidated balance sheet as of December 31, 2019.
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease
term and lease liabilities represent the Company’s obligation to make lease payments arising from the
lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the
present value of lease payments over the lease term. As the Company’s leases do not generally provide an
implicit rate, the Company uses its incremental borrowing rate based on the information available at
commencement date in determining the present value of lease payments. The Company’s lease agreements
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
5. Right-of-Use Asset and Lease Liabilities (Continued)
may have lease and non-lease components, which the Company accounts for as a single lease component.
The Company’s lease terms may include options to extend or terminate the lease when it is reasonably
certain that the Company will exercise that option. Lease expense for lease payments is recognized on a
straight-line basis over the lease term and variable payments are recognized in the period they are
incurred. The Company’s lease agreements do not contain any residual value guarantees. Leases with an
initial term of 12 months or less are not recorded on the balance sheet.
The Company has entered into various operating lease agreements for data centers and office space,
and various financing leases agreements for data center and office equipment and furniture.
As of December 31, 2019, the Company had 22 leased properties with remaining lease terms of 0.2
years to 9.0 years, some of which include options to extend the leases for up to 5.0 years.
The components of the lease expense recorded in the consolidated statement of operations were as
follows:
Operating lease cost
Finance lease cost:
. . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of assets . . . . . . . . . . . . . . . . . . . . . .
Interest on lease liabilities . . . . . . . . . . . . . . . . . .
Short-term lease cost . . . . . . . . . . . . . . . . . . . . . . . . .
Variable lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Total net lease cost
Year Ended
December 31, 2019
(In thousands)
$32,558
6,090
708
6,342
3,792
$49,490
Supplemental balance sheet information related to leases was as follows:
Leases
Assets:
Classification
Operating lease assets . . . . . Operating right-of-use asset, net of accumulated amortization(1)
Finance lease assets . . . . . . . Property and equipment, net of accumulated depreciation(2)
Total leased assets . . . . . .
Liabilities:
Current
Operating . . . . . . . . . . . . . . . . Operating lease liability, current
Finance . . . . . . . . . . . . . . . . . Financing lease liability, current
Noncurrent
Operating . . . . . . . . . . . . . . . . Operating lease liability, noncurrent
Finance . . . . . . . . . . . . . . . . . Finance lease liability, noncurrent
Total lease liabilities . . . .
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As of
December 31,
2019
(In thousands)
$156,741
14,770
$171,511
$ 27,156
6,924
139,200
8,746
$182,026
(1) Operating lease assets are recorded net of accumulated amortization of $23.2 million as of
December 31, 2019.
(2) Finance lease assets are recorded net of accumulated depreciation of $6.0 million as of December 31,
2019.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
5. Right-of-Use Asset and Lease Liabilities (Continued)
Supplemental cash flow and other information related to leases was as follows:
Year Ended
December 31, 2019
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating cash flows from finance leases (interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$28,291
$
687
$ 5,646
Weighted average remaining lease term (in years):
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average discount rate:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.1
3.0
5.5%
5.3%
Maturities of lease liabilities were as follows:
Year Ended December 31,
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2019
Operating
Leases
Finance
Leases
(In thousands)
$ 35,997
34,762
33,214
27,859
25,400
43,125
200,357
(34,001)
166,356
(27,156)
$ 7,586
4,659
2,333
1,581
315
581
17,055
(1,385)
15,670
(6,924)
Long-term lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$139,200
$ 8,746
As of December 31, 2019, the Company had additional operating lease obligations totaling
$54.1 million related to leases that will commence in the first and second quarters of 2020 with lease terms
ranging from 3.0 years to 6.8 years. The Company had an additional finance lease obligation of $0.7 million
related to a lease that will commence in the second quarter of 2020 with a lease term of 6.8 years.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
5. Right-of-Use Asset and Lease Liabilities (Continued)
Disclosures related to periods prior to adoption of the New Lease Standard
Rent expense was $10.3 million and $8.1 million for the years ended December 31, 2018 and 2017,
respectively.
Future minimum lease payment obligations under noncancelable operating and finance leases were as
follows:
Year Ended December 31,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 24,128
29,527
30,898
30,492
30,122
81,316
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . .
$226,483
6. Business Combinations
SendGrid, Inc.
As of December 31, 2019
Operating
Leases
Financing
Leases
(In thousands)
$ 306
512
573
590
608
1,939
$4,528
In February 2019, the Company acquired all outstanding shares of SendGrid, Inc. (“SendGrid”), the
leading email API platform, by issuing 23.6 million shares of its Class A common stock with a total value of
$2,658.9 million. The Company also assumed all of the outstanding stock options and restricted stock units
of SendGrid as converted into stock options and restricted stock units, respectively, of the Company based
on the conversion ratio provided in the Agreement and Plan of Merger and Reorganization, as amended
(the “Merger Agreement”).
The acquisition added additional products and services to the Company’s offerings for its customers.
With these additional products, the Company now offers an email API and Marketing Campaigns product
leveraging the email API. The acquisition has also added new customers, new employees, technology and
intellectual property assets.
The acquisition was accounted for as a business combination and the total purchase price was
allocated to the net tangible and intangible assets and liabilities based on their fair values on the
acquisition date with the excess recorded as goodwill. Subsequent to the acquisition date of February 1,
2019, and during the measurement period that ended on December 31, 2019, the Company recorded
$4.4 million of adjustments to goodwill.
The adjusted purchase price of $2,841.5 million reflects the $2,658.9 million fair value of 23.6 million
shares of the Company’s Class A common stock transferred as consideration for all outstanding shares of
SendGrid, and the $182.6 million fair value of the pre-combination services of SendGrid employees
reflected in the equity awards assumed by the Company on the acquisition date.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
The fair value of the 23.6 million shares transferred as consideration was determined on the basis of
the closing market price of the Company’s Class A common stock on the acquisition date. The fair value of
the equity awards was determined (a) for options, by using a Black-Scholes option pricing model with the
applicable assumptions as of the acquisition date, and (b) for restricted stock units, by using the closing
market price of the Company’s Class A common stock on the acquisition date.
The unvested stock awards assumed on the acquisition date continue to vest as the SendGrid
employees continue to provide services in the post-acquisition period. The fair value of these awards is
recorded as share-based compensation expense over the respective vesting period of each award.
The purchase price components, as adjusted, are summarized in the following table:
Fair value of Class A common stock transferred . . . . . . . . . . . . . . . . . . . . .
Fair value of the pre-combination service through equity awards . . . . . . .
Total
(In thousands)
$2,658,898
182,554
Total purchase price, as adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,841,452
The following table presents the purchase price allocation, as adjusted, recorded in the Company’s
consolidated balance sheet as of December 31, 2019.
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable and other current assets . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating right-of-use asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$ 156,783
11,635
38,350
33,742
483,000
1,664
2,235,193
(11,114)
(32,568)
(13,616)
(5,387)
(56,230)
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,841,452
(1)
Identifiable intangible assets are comprised of the following:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$294,000
169,000
20,000
Estimated
life
(In years)
7
7
5
Total intangible assets acquired . . . . . . . . . . . . . . .
$483,000
112
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
The Company acquired a net deferred tax liability of $56.2 million in this business combination that is
included in long-term liabilities in the accompanying consolidated balance sheet. This amount was offset
by a release of a valuation allowance on deferred tax assets of $47.9 million.
Developed technology consists of software products and domain knowledge around email delivery
developed by SendGrid, which enables the delivery of email reliably and at scale. Customer relationships
consists of contracts with platform users that purchase SendGrid’s products and services that carry distinct
value. Trade names represent the Company’s right to the SendGrid trade names and associated design as it
existed on the acquisition closing date.
Goodwill generated from this acquisition primarily represents the value that is expected from the
increased scale and synergies as a result of the integration of both businesses. Goodwill is not deductible
for tax purposes.
The estimated fair value of the intangible assets acquired was determined by the Company and the
Company considered or relied in part upon a valuation report of a third-party expert. The Company used
an income approach to estimate the fair values of the developed technology, an incremental income
approach to estimate the value of the customer relationships and a relief from royalty method to estimate
the fair value of the trade name.
Most of the net tangible assets were valued at their respective carrying amounts as of the acquisition
date, as the Company believes that these amounts approximate their current fair values. The leases
acquired were recorded at their respective fair values as of the acquisition date.
The acquired entity’s results of operations were included in the Company’s consolidated financial
statements from the date of acquisition, February 1, 2019. For the year ended December 31, 2019,
SendGrid contributed net operating revenue of $177.1 million, which is reflected in the accompanying
consolidated statement of operations. Due to the integrated nature of the Company’s operations, the
Company believes that it is not practicable to separately identify earnings of SendGrid on a stand- alone
basis.
During the year ended December 31, 2019, the Company incurred costs related to this acquisition of
$13.9 million that were expensed as incurred and recorded in general and administrative expenses in the
accompanying consolidated statement of operations.
The following unaudited pro forma condensed combined financial information gives effect to the
acquisition of SendGrid as if it was consummated on January 1, 2018 (the beginning of the comparable
prior reporting period), and includes pro forma adjustments related to the amortization of acquired
intangible assets, share-based compensation expense and direct and incremental transaction costs reflected
in the historical financial statements. Specifically, the following adjustments were made:
• For the year ended December 31, 2019, the Company’s and SendGrid’s direct and incremental
transaction costs of $40.8 million are excluded from pro forma combined net loss.
• For the year ended December 31, 2018, the Company’s direct and incremental transaction costs of
$13.9 million are included in the pro forma combined net loss.
• In the year ended December 31, 2019, the pro forma combined net loss includes a reversal of the
valuation allowance release of $48.0 million.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
• In the year ended December 31, 2018, the pro forma condensed combined net loss includes a
one-time tax benefit of $53.5 million that would have resulted from the acquisition, and an ongoing
tax benefit of $29.4 million.
This unaudited data is presented for informational purposes only and is not intended to represent or
be indicative of the results of operations that would have been reported had the acquisition occurred on
January 1, 2018. It should not be taken as representative of future results of operations of the combined
company.
The following table presents the pro forma condensed combined financial information:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to common stockholders . . . . .
Other Fiscal 2019 Acquisitions
Year Ended December 31,
2019
2018
(Unaudited, in thousands)
$1,148,214
$ (322,030)
$ 796,607
$(211,705)
In fiscal 2019 the Company acquired several businesses for a total purchase price of $43.2 million paid
in cash, of which $9.1 million was withheld for the period of 18 to 36 months, and $12.8 million of deferred
equity consideration, which is recorded in the post-acquisition period as the services are provided. The
Company does not consider these acquisition to be material, individually or in aggregate. Total purchase
price was allocated to the tangible and intangibles assets acquired and liabilities assumed based on
preliminary calculations as the Company continues to gather information necessary to finalize the
valuations. These preliminary values may change in the future reporting periods until the valuations are
finalized, which will occur in the second and fourth quarters of 2020. Goodwill of $23.4 million was
recorded to reflect the excess purchase price over the net assets acquired and represents the value that the
Company expects to realize from expanding its product offerings and other synergies. Goodwill that is
expected to be deductible for tax purposes is $6.8 million.
The following table summarizes the preliminary purchase price allocation in aggregate for the other
business acquired in fiscal 2019 recorded in the Company’s consolidated balance sheet as of December 31,
2019:
Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$ (3,219)
22,986
23,425
Total preliminary purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$43,192
(1) Identifiable intangible assets were comprised of the following:
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
Developed technology . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . .
Telecommunication licenses . . . . . . . . . . . . . . . . . .
Supplier relationships . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$11,771
5,185
4,370
1,660
Estimated
life
(In years)
4 - 6
3 - 5
Indefinite
2
Total intangible assets acquired . . . . . . . . . . . . .
$22,986
During the year ended December 31, 2019, the Company incurred $1.9 million of costs related to this
acquisition that were expensed as incurred and recorded in general and administrative expenses in the
accompanying consolidated statement of operation.
Pro forma results of operations for these acquisitions are not presented as the financial impact to the
Company’s consolidated financial statements is immaterial.
Fiscal 2018 Acquisitions
Ytica.com a.s.
In September 2018, the Company acquired all outstanding shares of Ytica.com a.s. (“Ytica”), a
developer and provider of a contact center reporting and analytics based in the Czech Republic, for a total
purchase price of $21.8 million, paid in cash, of which $3.2 million was held in escrow with a term of 18
months.
Additionally, the Company granted 47,574 restricted stock units of the Company’s Class A common
stock to a former shareholder of Ytica that had a value of $3.6 million and is subject to vesting over a
period of three years. The Company is recording stock-based compensation expense as the shares are
vesting.
The acquisition was accounted for as a business combination and the total purchase price was
allocated to the net tangible and intangible assets and liabilities based on their fair values on the
acquisition date and the excess was recorded as goodwill. The acquired entity’s results of operations have
been included in the consolidated financial statements of the Company from the date of acquisition.
The following table presents the purchase price allocation recorded in the Company’s consolidated
balance sheet as of December 31, 2018:
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Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$ (1,538)
9,920
13,375
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21,757
(1) Identifiable intangible assets were comprised of the following:
115
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$9,090
830
Estimated
life
(In years)
4
2
Total intangible assets acquired . . . . . . . . . . . . . . .
$9,920
(2) The goodwill is primarily attributable to the future cash flows to be realized from the
acquired technology platform as well as operational synergies. The Company has filed for
the elections that make the goodwill deductible for U.S. tax purposes.
The Company acquired a net deferred tax liability of $1.7 million in this business combination.
The estimated fair value of the intangible assets acquired was determined by the Company, and the
Company considered or relied in part upon a valuation report of a third-party expert. The Company used
an income approach to estimate the fair values of the identifiable intangible assets.
The Company incurred costs related to this acquisition of $0.6 million that were expensed as incurred
and recorded in general and administrative expenses in the accompanying consolidated statement of
operation.
Pro forma results of operations for this acquisition are not presented as the financial impact to the
Company’s consolidated financial statements is immaterial.
Core Network Dynamics GmbH
In August 2018, the Company acquired all outstanding shares of Core Network Dynamics GmbH
(“CND”), a developer and provider of a complete software mobile network infrastructure based in
Germany, for a total purchase price of $11.1 million, paid in cash, of which $2.0 million was withheld by the
Company for a term of 18 months.
Additionally, the Company granted 35,950 restricted stock units of the Company’s Class A common
stock to a former shareholder of CND that had a value of $2.2 million and is subject to vesting over a
period of three years. The Company is recording a stock-based compensation expense as the shares are
vesting.
The acquisition was accounted for as a business combination and the total purchase price was
allocated to the net tangible and intangible assets and liabilities based on their fair values on the
acquisition date and the excess was recorded as goodwill. The acquired entity’s results of operations have
been included in the consolidated financial statements of the Company from the date of acquisition.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
The following table presents the purchase price allocation recorded in the Company’s consolidated
balance sheet as of December 31, 2018:
Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets(1)
Goodwill(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$ (313)
4,500
6,869
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,056
(1) Identifiable intangible assets were comprised of the following:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$3,910
590
Estimated
life
(In years)
4
0.5
Total intangible assets acquired . . . . . . . . . . . . . .
$4,500
(2) The goodwill is primarily attributable to the future cash flows to be realized from the
operating synergies between the acquired technology platform and the Company’s
Programmable Wireless products. The Company has filed for the elections that make the
goodwill deductible for U.S. tax purposes.
The Company acquired a net deferred tax liability of $1.2 million in this business combination.
The estimated fair value of the intangible assets acquired was determined by the Company, and the
Company considered or relied in part upon a valuation report of a third-party expert. The Company used a
replacement cost approach to estimate the fair values of the identifiable intangible assets.
The Company incurred costs related to this acquisition of $0.8 million that were expensed as incurred
and have been recorded in general and administrative expenses in the accompanying consolidated
statement of operation.
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Pro forma results of operations for this acquisition are not presented as the financial impact to the
Company’s consolidated financial statements is immaterial.
Fiscal 2017 Acquisitions
Beepsend, AB
In February 2017, the Company completed its acquisition of Beepsend AB, 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 with a term of 18 months and was fully released at
the escrow expiration date.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
6. Business Combinations (Continued)
The acquisition was accounted for as a business combination and the total purchase price was
allocated to the net tangible and intangible assets and liabilities based on their fair values on the
acquisition date. The acquired entity’s results of operations were included in the consolidated financial
statements of the Company from the date of acquisition.
The following table presents the purchase price allocation recorded in the Company’s consolidated
balance sheet:
Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill(2)
Total
(In thousands)
$ (3,575)
13,700
12,837
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$22,962
(1) Identifiable intangible assets were comprised of the following:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . .
Supplier relationships . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
$ 5,000
6,100
2,600
Estimated
life
(In years)
4
7 - 8
5
Total intangible assets acquired . . . . . . . . . . . . . . .
$13,700
(2) Goodwill represents the excess of purchase price over the fair value of identifiable tangible
and intangible assets acquired and liabilities assumed. The goodwill in this transaction was
primarily attributable to the future cash flows to be realized from the acquired technology
platform, existing customer and supplier relationships as well as operational synergies.
Goodwill is deductible for tax purposes.
The Company acquired a net deferred tax liability of $2.6 million in this business combination.
The estimated fair value of the intangible assets acquired was determined by the Company, and the
Company considered or relied in part upon a valuation report of a third-party expert. The Company used
income approaches to estimate the fair values of the identifiable intangible assets. Specifically, the
developed technology asset class was valued using the-relief-from royalty method, while the customer
relationships asset class was valued using 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 acquisition of $0.7 million, of which $0.3 million was
incurred during the year ended December 31, 2017. All acquisition related costs were expensed as incurred
and have been recorded in general and administrative expenses in the accompanying consolidated
statements of operations.
Pro forma results of operations for this acquisition are not presented as the financial impact to the
Company’s consolidated financial statements is immaterial.
118
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
7. Goodwill and Intangible Assets
Goodwill
Goodwill balance as of December 31, 2019 and 2018, was as follows:
Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill additions related to 2018 acquisitions . . . . . . . . . . . . . . . . . . . .
Measurement period adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill additions related to 2019 acquisitions . . . . . . . . . . . . . . . . . . . .
Measurement period adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
(In thousands)
17,851
$
20,356
571
(613)
$
38,165
2,262,622
(4,003)
Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,296,784
Intangible assets
Intangible assets consisted of the following:
Amortizable intangible assets:
Developed technology . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . .
Supplier relationships . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . .
Patent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2019
Gross
$333,980
182,339
4,356
20,060
2,707
Accumulated
Amortization
$
(In thousands)
(55,390)
(26,347)
(1,532)
(3,727)
(262)
Net
$278,590
155,992
2,824
16,333
2,445
Total amortizable intangible assets . . . . . . .
543,442
(87,258)
456,184
Non-amortizable intangible assets:
Telecommunication licenses . . . . . . . . . . . . . .
Domain names . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks and other . . . . . . . . . . . . . . . . . . .
4,370
32
263
—
—
—
4,370
32
263
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$548,107
$
(87,258)
$460,849
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
7. Goodwill and Intangible Assets (Continued)
Amortizable intangible assets:
Developed technology . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . .
Supplier relationships . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Patent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2018
Gross
$28,209
8,153
2,696
60
2,264
Accumulated
Amortization
$
(In thousands)
(10,497)
(2,411)
(973)
(60)
(178)
Net
$17,712
5,742
1,723
—
2,086
Total amortizable intangible assets . . . . . . . . .
41,382
(14,119)
27,263
Non-amortizable intangible assets:
Domain names . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
263
—
—
32
263
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$41,677
$
(14,119)
$27,558
Amortization expense was $72.9 million, $7.2 million and $5.7 million for the years ended
December 31, 2019, 2018 and 2017, respectively,
Total estimated future amortization expense is as follows:
Year Ended December 31,
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
December 31,
2019
(In thousands)
$ 81,419
79,785
77,170
73,888
68,359
75,563
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$456,184
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
8. Accrued Expenses and Other Liabilities
Accrued expenses and other current liabilities consisted of the following:
Accrued payroll and related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued bonus and commission . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and other taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ESPP contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VAT and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition holdback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
December 31,
2019
2018
(In thousands)
$ 20,462
12,898
47,563
28,592
4,023
—
4,838
6,520
22,785
$ 9,886
8,564
29,901
23,631
2,672
1,418
2,217
—
18,054
Total accrued expenses and other current liabilities . . . . . . . . .
$147,681
$96,343
Other long-term liabilities consisted of the following:
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition holdback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
December 31,
2019
2018
(In thousands)
$ — $ 7,569
5,181
2,290
2,170
959
7,535
3,750
—
6,462
Total other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,747
$18,169
9. Notes Payable
Convertible Senior Notes and Capped Call Transactions
In May 2018, the Company issued $550.0 million aggregate principal amount of 0.25% convertible
senior notes due 2023 in a private placement, including $75.0 million aggregate principal amount of such
Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively,
the “Notes”). The interest on the Notes is payable semi-annually in arrears on June 1 and December 1 of
each year, beginning on December 1, 2018.
The Notes may bear special interest under specified circumstances relating to the Company’s failure
to comply with its reporting obligations under the indenture relating to the issuance of Notes (the
“indenture”) or if the Notes are not freely tradeable as required by the indenture. The Notes will mature
on June 1, 2023, unless earlier repurchased or redeemed by the Company or converted pursuant to their
terms. The total net proceeds from the debt offering, after deducting initial purchaser discounts and debt
issuance costs, paid or payable by us, were approximately $537.0 million.
Each $1,000 principal amount of the Notes is initially convertible into 14.104 shares of the Company’s
Class A common stock par value $0.001, which is equivalent to an initial conversion price of approximately
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
9. Notes Payable (Continued)
$70.90 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified
events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the
occurrence of a make-whole fundamental change, as defined in the indenture, the Company will, in certain
circumstances, increase the conversion rate by a number of additional shares for a holder that elects to
convert its Notes in connection with such make-whole fundamental change or during the relevant
redemption period.
Prior to the close of business on the business day immediately preceding March 1, 2023, the Notes
may be convertible at the option of the holders only under the following circumstances:
(1) during any calendar quarter commencing after September 30, 2018, and only during such
calendar quarter, if the last reported sale price of the Class A common stock for at least 20 trading
days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including,
the last trading day of the immediately preceding calendar quarter is more than or equal to 130% of
the conversion price on each applicable trading day;
(2) during the five business days period after any five consecutive trading day period in which, for
each trading day of that period, the trading price per $1,000 principal amount of Notes for such
trading day was less than 98% of the product of the last reported sale price of the Class A common
stock and the conversion rate on each such trading day;
(3) upon the Company’s notice that it is redeeming any or all of the Notes; or
(4) upon the occurrence of specified corporate events.
On or after March 1, 2023, until the close of business on the second scheduled trading day
immediately preceding the maturity date, holders of the Notes may, at their option, convert all or a portion
of their Notes regardless of the foregoing conditions.
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares
of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s
election. It is the Company’s current intent to settle the principal amount of the Notes with cash.
During the year ended December 31, 2019, the conditional conversion feature of the Notes was
triggered as the last reported sale price of the Company’s Class A common stock was more than or equal
to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of
30 consecutive trading days ending on December 31, 2019 (the last trading day of the calendar quarter),
and therefore the Notes are currently convertible, in whole or in part, at the option of the holders between
January 1, 2020 through March 31, 2020. Whether the Notes will be convertible following such period will
depend on the continued satisfaction of this condition or another conversion condition in the future. The
Company continues to classify the Notes as a long-term liability in its consolidated balance sheet as of
December 31, 2019, based on contractual settlement provisions. The Company may redeem the Notes, in
whole or in part, at its option, on or after June 1, 2021 but before the 35th scheduled trading day before
the maturity date, at a cash redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common
stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or
not consecutive) during any 30 consecutive trading days ending on, and including, the trading day
immediately before the date the redemption notices were sent; and the trading day immediately before
such notices were sent.
122
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
9. Notes Payable (Continued)
No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined
in the indenture) prior to the maturity date, holders may require the Company to repurchase all or a
portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase
date.
The Notes are senior unsecured obligations and will rank senior in right of payment to any of the
Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of
payment with the Company’s existing and future liabilities that are not so subordinated; effectively
subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets
securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade
payables) of current or future subsidiaries of the Company.
The foregoing description is qualified in its entirety by reference to the text of the indenture and the
form of 0.25% convertible senior notes due 2023, which were filed as exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2018 and are incorporated herein by reference.
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity
components. The carrying amount of the liability component was calculated by measuring the fair value of
a similar debt instrument that does not have an associated convertible feature. The carrying amount of the
equity component representing the conversion option was $119.4 million and was determined by deducting
the fair value of the liability component from the par value of the Notes. The equity component is not
remeasured as long as it continues to meet the conditions for equity classification. The excess of the
principal amount of the liability component over its carrying amount, or the debt discount, is amortized to
interest expense at an annual effective interest rate of 5.7% over the contractual terms of the Notes.
In accounting for the transaction costs related to the Notes, the Company allocated the total amount
incurred to the liability and equity components of the Notes based on the proportion of the proceeds
allocated to the debt and equity components. Issuance costs attributable to the liability component were
approximately $10.2 million, were recorded as an additional debt discount and are amortized to interest
expense using the effective interest method over the contractual terms of the Notes. Issuance costs
attributable to the equity component were netted with the equity component in stockholders’ equity.
The net carrying amount of the liability component of the Notes was as follows:
Principal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$549,999
(84,647)
(7,162)
$ 550,000
(106,484)
(9,020)
Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$458,190
$ 434,496
As of
December 31,
2019
2018
(In thousands)
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
9. Notes Payable (Continued)
The net carrying amount of the equity component of the Notes was as follows:
As of
December 31,
2019
2018
(In thousands)
Proceeds allocated to the conversion options (debt discount) . .
Issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$119,435
(2,819)
$119,435
(2,819)
Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$116,616
$116,616
The following table sets forth the interest expense recognized related to the Notes:
Year Ended
December 31,
2019
2018
(In thousands)
Contractual interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,375
1,858
21,838
$
852
1,102
12,951
Total interest expense related to the Notes . . . . . . . . . . . . . . . . .
$25,071
$14,905
In connection with the offering of the Notes, the Company entered into privately negotiated capped
call transactions with certain counterparties (the “capped calls”). The capped calls each have an initial
strike price of approximately $70.90 per share, subject to certain adjustments, which corresponds to the
initial conversion price of the Notes. The capped calls have initial cap prices of $105.04 per share, subject
to certain adjustments. The capped calls cover, subject to anti-dilution adjustments, approximately
7,757,172 shares of Class A common stock. The capped calls are generally intended to reduce or offset the
potential dilution to the Class A common stock upon any conversion of the Notes with such reduction or
offset, as the case may be, subject to a cap based on the cap price. The capped calls expire on the earlier of
(i) the last day on which any convertible securities remain outstanding and (ii) June 1, 2023, subject to
earlier exercise. The capped calls are subject to either adjustment or termination upon the occurrence of
specified extraordinary events affecting the Company, including a merger event, a tender offer, and a
nationalization, insolvency or delisting involving the Company. In addition, the capped calls are subject to
certain specified additional disruption events that may give rise to a termination of the capped calls,
including changes in law, insolvency filings, and hedging disruptions. The capped call transactions are
recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $58.5 million
incurred to purchase the capped call transactions was recorded as a reduction to additional paid-in capital
in the accompanying consolidated balance sheet.
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Notes to Consolidated Financial Statements (Continued)
10. Supplemental Balance Sheet Information
A roll-forward of the Company’s reserves is as follows:
(a) Allowance for doubtful accounts:
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
(In thousands)
$1,033
4,085
(173)
$4,945
2,226
(884)
$1,076
580
(623)
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,287
$4,945
$1,033
Percentage of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1%
1%
—%
(b) Sales credit reserve:
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductions against reserve . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
$ 3,015
18,143
(14,374)
(In thousands)
$ 1,761
5,560
(4,306)
$
544
2,531
(1,314)
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,784
$ 3,015
$ 1,761
Percentage of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
1%
—%
—%
11. 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:
Year Ended December 31,
2019
2018
2017
Revenue by geographic area:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
$ 808,857
325,611
(In thousands)
$484,809
165,258
$308,612
90,408
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,134,468
$650,067
$399,020
Percentage of revenue by geographic area:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
71%
29%
75%
25%
77%
23%
Long-lived assets outside the United States were not significant.
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Notes to Consolidated Financial Statements (Continued)
12. Commitments and Contingencies
(a) Lease and Other Commitments
The Company entered into various non-cancelable operating lease agreements for its facilities that
expire over the next 9.0 years. See Note 5 to these consolidated financial statements for additional detail
on the Company’s operating and finance lease commitments.
Additionally, the Company has contractual commitments with its cloud infrastructure provider,
network service providers and other vendors that are noncancelable and expire within one to four years.
Future minimum payments under these noncancelable purchase commitments were as follows.
Unrecognized tax benefits are not included in these amounts because any amounts expected to be settled
in cash are not material:
Year Ending December 31,
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
December 31,
2019
(In thousands)
$ 62,444
50,813
2,855
3,750
—
—
Total payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$119,862
(b) Legal Matters
On April 30, 2015 and March 28, 2016, Telesign Corporation (“Telesign”) filed lawsuits (which were
subsequently consolidated) against the Company in the United States District Court, Central District of
California (“Telesign I/II”). Telesign alleges in Telesign I/II that the Company is infringing four U.S.
patents that it holds: U.S. Patent No. 7,945,034 (“034”), U.S. Patent No. 8,462,920 (“920”), U.S. Patent
No. 8,687,038 (“038”) and U.S. Patent No. 9,300,792 (“792”). The consolidated Telesign I/II actions have
been transferred to the United States District Court, Northern District. The patent infringement
allegations in the lawsuit relate to the Company’s two-factor authentication use case, Authy, and an API
tool to find information about a phone number. Telesign seeks, among other things, to enjoin the
Company from allegedly infringing the patents, along with damages for lost profits and damages based on
a reasonable royalty.
On March 8, 2017, in response to a petition by the Company, the U.S. Patent and Trademark Officer
(“PTO”) issued an order instituting an inter partes review for the ‘792 patent. On March 6, 2018, the PTO
found all claims challenged by the Company in the inter partes review unpatentable. Telesign did not
appeal the PTO’s decision and it is final. On October 19, 2018, the district court granted the Company’s
motion that all remaining asserted claims of the asserted patents are invalid under 35 U.S.C. § 101 and
entered judgment in the Company’s favor. On November 8, 2018, Telesign appealed the judgment to the
United States Court of Appeals for the Federal Circuit. On January 9, 2020, the Federal Circuit Court
affirmed the district court’s judgment. Telesign has not indicated whether it will seek a further appeal of
the judgment. Based on, among other things, the district court’s judgment being affirmed on appeal in the
Company’s favor, the Company does not believe a loss is probable or estimable.
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Notes to Consolidated Financial Statements (Continued)
12. Commitments and Contingencies (Continued)
On December 1, 2016, the Company filed a patent infringement lawsuit against Telesign in the United
States District Court, Northern District of California (“Telesign III”), alleging infringement of United
States Patent No. 8,306,021 (“021”), United States Patent No. 8,837,465 (“465”), United States Patent
No. 8,755,376 (“376”), United States Patent No. 8,736,051 (“051”), United States Patent No. 8,737,962
(“962”), United States Patent No. 9,270,833 (“833”), and United States Patent No. 9,226,217 (“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. On
August 23, 2017, Telesign petitioned the U.S. Patent and Trademark Office (“U.S. PTO”) for inter partes
review of the ‘021, ‘465, and ‘376 patents. On March 9, 2018, the PTO denied Telesign’s petition for inter
partes review of the ‘021 patent and granted Telesign’s petitions for inter partes review of the ‘465 and ‘376
patents. On March 6, 2019, the PTO found all claims challenged by Telesign in the inter partes review
unpatentable. The Company has appealed the decisions to the United States Court of Appeals for the
Federal Circuit. Telesign III is currently stayed pending resolution of the inter partes reviews (and appeals
from them) of the ‘465 and ‘376 patents. The Company is seeking a judgment of infringement, a judgment
of willful infringement, monetary and injunctive relief, enhanced damages, and an award of costs and
expenses against Telesign.
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 January 2, 2018, the court issued an order granting in part and denying in part the
plaintiff’s class certification motion. The court certified two classes of individuals who, during specified
time periods, allegedly sent or received certain communications involving the accounts of three of the
Company’s customers that were recorded. Following mediation, on January 7, 2019, the parties signed a
long form settlement agreement, providing for a payment of $10.0 million into a common fund and
injunctive relief involving certain updates to Twilio’s Acceptable Use Policy and customer documentation.
On January 15, 2019, the court entered an order granting preliminary approval of the settlement, and the
parties signed an amended settlement agreement to conform to the court’s order. The court entered a final
order and judgment approving the settlement on June 17, 2019. On August 30, 2019, Twilio made a
payment of $1.7 million to fund the settlement. A compliance hearing has been scheduled for May 19,
2020. Any additional loss related to this matter is neither probable nor reasonably possible.
On September 1, 2015, Twilio was named as a defendant in a First Amended Complaint in a putative
class action captioned Jeremy Bauman v. David Saxe, et al. pending in the United States District Court,
District of Nevada relating to the alleged sending of unsolicited text messages to the plaintiffs and putative
class members. The Company filed a motion to dismiss, which was granted, and on September 20, 2016 the
plaintiff filed a Second Amended Complaint with additional allegations that the Company violated the
Telephone Consumer Protection Act (“TCPA”), and the Nevada Deceptive Trade Practices Act
(“NDTPA”), NRS 41.600(2)(e). On January 10, 2019, the court granted Plaintiffs’ motion for class
certification under the TCPA and denied plaintiff’s request to certify a class under the NDTPA. On
February 13, 2019, the court issued an order denying the Company’s motion to dismiss as to Plaintiffs’
TCPA claim and granting dismissal as to Plaintiffs’ NDTPA claim. On February 22, 2019, the court stayed
the case and directed all parties to mediation, which was conducted on May 15, 2019. On May 17, 2019, the
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Notes to Consolidated Financial Statements (Continued)
12. Commitments and Contingencies (Continued)
original defendants (the “Saxe Defendants”) and Twilio entered an agreement, which among other things,
obligates the Saxe Defendants to fully fund all monetary and non-monetary aspects of the settlement of the
matter and to obtain the dismissal of the plaintiffs’ and the class’s claims against the Company with
prejudice. On October 7, 2019, the plaintiffs filed an unopposed motion for settlement and an unopposed
motion to dismiss Twilio from the action without prejudice. Based on, among other things, the dismissal
motion and our agreement with the Saxe Defendants, the Company does not believe a loss is reasonably
possible or estimable.
In addition to the litigation discussed above, from time to time, the Company may be subject to legal
actions and claims in the ordinary course of business. The Company has 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 the Company, its 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 are expensed as incurred
and are included in general and administrative expenses in the accompanying 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 Events 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 our 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 December 31, 2019 and 2018, no amounts were accrued.
(d) Other Taxes
The Company conducts operations in many tax jurisdictions throughout the United States. In many of
these jurisdictions, non-income-based taxes, such as sales and use and telecommunications taxes are
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Notes to Consolidated Financial Statements (Continued)
12. Commitments and Contingencies (Continued)
assessed on the Company’s operations. Prior to March 2017, the Company had not billed nor collected
these taxes from its customers and, in accordance with U.S. GAAP, recorded a provision for its tax
exposure in these jurisdictions when it was both probable that a liability had been incurred and the amount
of the exposure could be reasonably estimated. These estimates included several key assumptions
including, but not limited to, the taxability of the Company’s services, the jurisdictions in which its
management believes it had nexus, and the sourcing of revenues to those jurisdictions. Starting in
March 2017, the Company began collecting these taxes from customers in various jurisdiction and since
then has expanded to most jurisdictions where these taxes are now being collected. Simultaneously, the
Company continues to be in discussions with certain states regarding its prior state sales and other taxes, if
any, that the Company may owe.
During 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 were appropriate. Those revisions
included, but were not limited to, the sourcing of revenue and the taxability of the Company’s services. In
the year ended December 31, 2017, the total impact of these changes on the net loss attributable to
common stockholders was a reduction of $13.4 million. As of December 31, 2019 and 2018, the liability
recorded for these taxes was $27.0 million and $22.6 million, respectively.
In the event other jurisdictions challenge management’s assumptions and analysis, the actual exposure
could differ materially from the current estimates.
13. Stockholders’ Equity
Preferred Stock
As of December 31, 2019 and 2018, the Company had authorized 100,000,000 shares of preferred
stock, par value $0.001, of which no shares were issued and outstanding.
Common Stock
As of December 31, 2019 and 2018, 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 par value $0.001 per share. As of
December 31, 2019, 126,882,172 shares of Class A common stock and 11,530,627 shares of Class B
common stock were issued and outstanding. As of December 31, 2018, 80,769,763 shares of Class A
common stock and 19,310,465 shares of Class B common stock were issued and outstanding. Holders of
Class A and Class B common stock are entitled to one vote per share and 10 votes per share, respectively,
and the shares of Class A common stock and Class B common stock are identical, except for voting and
conversion rights.
In June 2019, the Company completed a public equity offering in which the Company sold 8,064,515
shares of its Class A common stock, which included 1,051,893 shares sold pursuant to the exercise by the
underwriters of an option to purchase additional shares, at a public offering price of $124.00 per share.
The Company received aggregate proceeds of $979.0 million after deducting underwriting discounts and
offering expenses paid and payable by the Company.
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Notes to Consolidated Financial Statements (Continued)
13. Stockholders’ Equity (Continued)
The Company had reserved shares of common stock for issuance as follows:
Stock options issued and outstanding . . . . . . . . . . . . . . . . . . .
Nonvested restricted stock units issued and outstanding . . .
Class A common stock reserved for Twilio.org . . . . . . . . . . .
Stock-based awards available for grant under 2016 Plan . . .
Stock-based awards available for grant under 2016 ESPP . .
Class A common stock reserved for the convertible senior
As of
December 31,
2019
2018
7,705,848
8,490,517
795,673
14,957,734
3,848,953
7,978,369
8,262,902
572,676
9,313,354
3,092,779
notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,472,165
10,472,165
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,270,890
39,692,245
14. Stock-Based Compensation
2008 Stock Option Plan
The Company maintained a stock plan, the 2008 Stock Option Plan, as amended and restated (the
“2008 Plan”), which allowed the Company to grant incentive (“ISO”), non-statutory (“NSO”) stock
options and restricted stock units (“RSU”) to its employees, directors and consultants to participate in the
Company’s future performance through stock-based awards at the discretion of the board of directors.
Under the 2008 Plan, options to purchase the Company’s common stock could not be granted at a price
less than fair value in the case of ISOs and NSOs. Fair value was determined by the board of directors, in
good faith, with input from valuation consultants. On June 22, 2016, the plan was terminated in connection
with the Company’s IPO. Accordingly, no shares are available for future issuance under the 2008 Plan. The
2008 Plan continues to govern outstanding equity awards granted thereunder. The Company’s right of first
refusal for outstanding equity awards granted under the 2008 Plan terminated upon completion of the
IPO. Options granted include provisions for early exercisability.
2016 Stock Option Plan
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, restricted stock, RSUs, stock appreciation
rights, unrestricted stock awards, performance share awards, dividend equivalent rights and cash-based
awards to employees, directors and consultants of the Company. A total of 11,500,000 shares of the
Company’s Class A common stock were initially reserved for issuance under the 2016 Plan. These available
shares automatically increase each January 1, beginning on January 1, 2017, by 5% 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, 2019 and 2018, the shares available for grant under the 2016 Plan were automatically
increased by 5,004,011 shares and 4,698,490 shares, respectively.
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
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Notes to Consolidated Financial Statements (Continued)
14. Stock-Based Compensation (Continued)
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.
SendGrid Equity Awards Assumed in Acquisition
In connection with its acquisition of SendGrid, the Company assumed all stock options and restricted
stock units issued under SendGrid’s 2009, 2012 or 2017 Stock Incentive Plans that were outstanding on the
date of acquisition. The assumed equity awards will continue to be outstanding and will be governed by the
provisions of their respective plans. Additionally, the Company assumed shares of SendGrid common
stock that were reserved and available for issuance under SendGrid’s 2017 Equity Incentive Plan, on an as
converted basis. These shares can be utilized for future equity grants under the Company’s 2016 Plan, to
the extent permitted by New York Stock Exchange rules.
2016 Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (“2016 ESPP”), as amended, initially 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, 2019 and 2018, the shares available for grant under the 2016 ESPP were automatically
increased by 1,000,802 shares and 939,698 shares, respectively.
The 2016 ESPP allows eligible employees to 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 2016 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 purchase the Company’s stock at a price per share equal to
85% of the lesser 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. As of
December 31, 2019, total unrecognized compensation cost related to the 2016 ESPP was $4.4 million,
which will be amortized over a weighted-average period of 0.4 years.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
14. Stock-Based Compensation (Continued)
Stock option activity under the Company’s 2008 Plan and 2016 Plan as well as respective Stock
Incentive Plans assumed in the SendGrid acquisition was as follows:
Stock Options
Outstanding options as of December 31, 2018 . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed in acquisition . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and canceled . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
(In thousands)
6.80
$543,640
Number of
options
outstanding
7,423,369
909,229
2,978,555
(3,620,866)
(539,439)
Weighted-
average
exercise
price
(Per share)
$ 16.07
118.35
14.91
10.43
51.28
Outstanding options as of December 31, 2019 . . . . . . . . .
7,150,848
$ 28.79
6.47
$511,971
Options vested and exercisable as of December 31,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,721,801
$ 14.00
5.65
$398,490
Year Ended December 31,
2019
2018
2017
(In thousands, except per share amounts)
Aggregate intrinsic value of stock options
exercised(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$394,998
$178,504
$131,955
Total estimated grant date fair value of options
vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 81,292
$ 21,761
$ 15,831
Weighted-average grant date fair value per share
of options granted
$
58.13
$
18.40
$
13.33
(1) Aggregate intrinsic value represents the difference between the fair value of the
Company’s Class A common stock as reported on the New York Stock Exchange
and the exercise price of outstanding “in-the-money” options.
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 two year
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, as
adjusted, of 3.1 years, 3.9 years and 4.6 years, respectively. The stock options value and the derived service
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
14. Stock-Based Compensation (Continued)
period were estimated using the Monte-Carlo simulation model. The following table summarizes the
details of the performance options:
Weighted-
average
exercise
price
(Per share)
Weighted-
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
(In thousands)
Number of
options
outstanding
Outstanding options as of December 31, 2018 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and canceled . . . . . . . . . . . . . . . . . . . . . . . . . . .
555,000
—
—
—
Outstanding options as of December 31, 2019 . . . . . . . . . .
555,000
$31.72
—
—
—
$31.72
6.00
$ —
4.16
$36,941
Options vested and exercisable as of December 31,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
427,812
$31.72
4.16
$28,475
As of December 31, 2019, total unrecognized compensation cost related to nonvested stock options
was $95.6 million, which will be amortized on a ratable basis over a weighted-average period of 1.9 years.
Restricted Stock Units
Number of
awards
outstanding
Weighted-
average
grant date
fair value
(Per share)
Nonvested RSUs as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed in acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited and canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,262,902
3,413,404
561,999
(2,893,119)
$ 42.70
119.04
112.88
51.15
(854,669) $ 61.94
Aggregate
intrinsic
value
(In thousands)
$729,373
Nonvested RSUs as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . .
8,490,517
$ 74.21
$830,167
As of December 31, 2019, total unrecognized compensation cost related to nonvested RSUs was
$573.2 million, which will be amortized over a weighted-average period of 2.7 years.
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
14. Stock-Based Compensation (Continued)
Valuation Assumptions
The fair value of employee stock options was estimated on the date of grant using the following
assumptions in the Black-Scholes option pricing model:
Employee Stock Options:
Year Ended December 31,
2019
2018
2017
Fair value of common stock . . . . . . . . . . . . . . . . . . . . . $103.70 - $130.70
Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee Stock Purchase Plan:
Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.49 - 0.50
0.33 - 6.08
$33.01 - $76.63
1.00 - 6.08
49.0% - 66.5% 38.6% - 44.2% 44.3% - 47.6%
1.9% - 2.3%
2.9% - 3.0%
1.6% - 2.5%
—%
—%
—%
$23.60 - $31.96
6.08
0.5
43.1% - 50.3% 39.8% - 47.5% 33.2% - 33.9%
1.1% - 1.4%
2.1% - 2.5%
1.6% - 2.4%
—%
—%
—%
0.5
The following assumptions were used in the Monte Carlo simulation model to estimate the grant date
fair value and the derived service period of the performance options:
Asset volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock price at grant date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40%
45%
14%
$31.7
Stock-Based Compensation Expense
The Company recorded the total stock-based compensation expense as follows. In the year ended
December 31, 2019, the stock-based compensation expense associated with awards assumed in the
SendGrid acquisition was $81.8 million.
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
$
7,123
126,012
60,886
70,297
(In thousands)
$ 1,126
42,277
23,616
26,254
$
650
22,808
9,822
16,339
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$264,318
$93,273
$49,619
134
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
15. Net Loss Per 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 10 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:
Year Ended December 31,
2019
2018
2017
Net loss attributable to common stockholders . . . . . . . . . . . . . . .
Weighted-average shares used to compute net loss per share
(In thousands, except share and per share data)
$ (307,063)
$ (121,949) $
(63,708)
attributable to common stockholders, basic and diluted . . . . .
130,083,046
97,130,339
91,224,607
Net loss per share attributable to common stockholders, basic
and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(2.36) $
(1.26) $
(0.70)
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 December 31,
2019
2018
2017
Stock options issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested restricted stock units issued and outstanding . . . . . . . . . .
Class A common stock reserved for Twilio.org . . . . . . . . . . . . . . . . . .
Class A common stock committed under 2016 ESPP . . . . . . . . . . . . .
Conversion spread(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unvested shares subject to repurchase . . . . . . . . . . . . . . . . . . . . . . . . .
7,705,848
8,490,517
795,673
207,792
3,150,647
—
7,978,369
8,262,902
572,676
113,312
233
1,250
10,710,427
5,665,459
635,014
235,372
—
5,214
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,350,477
16,928,742
17,251,486
(1) Since the Company expects to settle the principal amount of its outstanding convertible senior notes
in cash and any excess in shares of the Company’s Class A common stock, the Company uses the
treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
15. Net Loss Per Share Attributable to Common Stockholders (Continued)
net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net
income per share of Class A common stock when the average market price of the Company’s Class A
common stock for a given period exceeds the conversion price of $70.90 per share for the Notes. The
conversion spread is calculated using the average market price of Class A common stock during the
period, consistent with the treasury stock method.
16. Income Taxes
The following table presents domestic and foreign components of loss before income taxes for the
periods presented:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(328,902)
(33,314)
(In thousands)
$ (96,448)
(24,710)
$(46,737)
(16,266)
Loss before provision for income taxes . . . . . . .
$(362,216)
$(121,158)
$(63,003)
Year Ended December 31,
2019
2018
2017
Provision for income taxes consists of the following:
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
$
(In thousands)
— $ — $
198
2,684
139
881
99
78
823
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,882
1,020
1,000
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(49,393)
(7,474)
(1,168)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58,035)
29
19
(277)
(229)
28
10
(333)
(295)
Income tax provision (benefit) . . . . . . . . . . . . . . . . . .
$(55,153)
$ 791
$ 705
136
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
16. Income Taxes (Continued)
The following table presents a reconciliation of the statutory federal tax rate and the Company’s
effective tax rate:
Tax benefit at federal statutory rate . . . . . . . . . . . . . . . . . . . . .
State tax, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . .
Change in federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2018
2017
21%
8
14
4
(2)
(29)
—
(1)
15%
21% 34%
15
10
31
47
8
8
(4)
(8)
(46)
(68)
— (45)
(1)
(3)
—% (1)%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The
following table presents the significant components of the Company’s deferred tax assets and liabilities:
Deferred tax assets:
Net operating loss carryforwards . . . . . . . . . . . .
Accrued and prepaid expenses . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Research and development credits . . . . . . . . . .
Charitable contributions . . . . . . . . . . . . . . . . . . .
Capped call . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . .
Depreciable property . . . . . . . . . . . . . . . . . . . . . .
Lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
2019
2018
2017
$ 274,116
11,828
35,035
65,955
3,172
9,914
493
2
39,117
—
(In thousands)
$ 116,190
11,594
11,147
32,206
3,100
13,175
638
—
—
194
$ 56,138
9,140
7,131
16,212
1,233
—
—
—
—
472
Gross deferred tax assets . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . .
439,632
(255,893)
188,244
(147,354)
90,326
(78,900)
Net deferred tax assets . . . . . . . . . . . . . . . . . .
183,739
40,890
11,426
Deferred tax liabilities:
Capitalized software . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired intangibles . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . .
Convertible debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Right-of-use asset . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred commissions . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,032)
(1,157)
(107,281)
(1,578)
(20,745)
(39,630)
(7,446)
(405)
(10,686)
(838)
(2,997)
(1,990)
(27,164)
—
(2,396)
—
(7,664)
(1,015)
(2,101)
(2,380)
—
—
(718)
—
Net deferred tax liability . . . . . . . . . . . . . . . . .
$
(7,535)
$
(5,181)
$ (2,452)
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TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
16. Income Taxes (Continued)
The following table summarizes our tax carryforwards, carryovers, and credits:
As of
December 31, 2019
(In thousands)
Expiration Date (If not utilized)
Federal net operating loss
carryforwards . . . . . . . . . . . . . .
Federal tax credits . . . . . . . . . . . .
Federal net operating loss
carryforwards . . . . . . . . . . . . . .
State net operating loss
carryforwards . . . . . . . . . . . . . .
State tax credits . . . . . . . . . . . . . .
Foreign net operating loss
carryforwards . . . . . . . . . . . . . .
$
$
$
$
$
$
1,159,329 Various dates beginning in 2029
58,404 Various dates beginning in 2029
902,507
Indefinite
630,151 Various dates beginning in 2025
38,817
Indefinite
13,772
Indefinite
A limitation may apply to the use of the net operating loss and credit carryforwards, under provisions
of the Internal Revenue Code of 1986, as amended, and similar state tax provisions that are applicable if
the Company experiences an “ownership change.” An ownership change may occur, for example, as a
result of issuance of new equity. Should these limitations apply, the carryforwards would be subject to an
annual limitation, resulting in a potential reduction in the gross deferred tax assets before considering the
valuation allowance.
The Company’s accounting for deferred taxes involves the evaluation of a number of factors
concerning the realizability of its net deferred tax assets. The Company primarily considered such factors
as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing,
likelihood and amount, if any, of future taxable income during the periods in which those temporary
differences and carryforwards become deductible. At present, the Company does not believe that it is more
likely than not that the net deferred tax assets will be realized, accordingly, a full valuation allowance has
been established. The valuation allowance increased by approximately $108.5 million and $68.5 million
during the years ended December 31, 2019 and 2018, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Unrecognized tax benefit, beginning of year . . . . . . . . .
Gross increases for tax positions of prior years . . . . . . .
Gross decrease for tax positions of prior years . . . . . . .
Gross increases for tax positions of current year . . . . . .
Year Ended December 31,
2019
2018
2017
$15,635
12,939
(395)
20,863
(In thousands)
$ 9,445
1,233
(4)
4,961
$12,275
493
(6,331)
3,008
Unrecognized tax benefit, end of year . . . . . . . . . . . .
$49,042
$15,635
$ 9,445
As of December 31, 2019, the Company had approximately $49.0 million of unrecognized tax benefits.
If the $49.0 million is recognized, $1.7 million would affect the effective tax rate. The remaining amount
would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance.
138
TWILIO INC.
Notes to Consolidated Financial Statements (Continued)
16. Income Taxes (Continued)
The Company recognizes interest and penalties, if any, related to uncertain tax positions in its income
tax provision. As of December 31, 2019, the Company has accumulated $0.2 million in both interest and
penalties related to uncertain tax positions.
The Company does not anticipate any significant changes within 12 months of December 31, 2019, in
its uncertain tax positions that would be material to the consolidated financial statements taken as a whole
because nearly all of the unrecognized tax benefit has been offset by a deferred tax asset, which has been
reduced by a valuation allowance.
The Company files U.S. federal income tax returns as well as income tax returns in many U.S. states
and foreign jurisdictions. As of December 31, 2019, the tax years 2008 through the current period remain
open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside
the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in
those early years, which have been carried forward and may be audited in subsequent years when utilized.
The Company is not currently subject to U.S. federal, state and local, or non-U.S. income tax examinations
by any tax authorities.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly
referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act reduces the U.S. statutory corporate tax
rate to 21%, effective January 1, 2018. Consequently, we recorded a decrease to the Company’s federal
deferred tax assets of $28.0 million, which was fully offset by a reduction in the Company’s valuation
allowance for the year ended December 31, 2017. The other provisions of the Tax Act, including the
one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, did not have
a material impact on the Company’s financial statements as of December 31, 2019 or 2018.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting
Implications of the Tax Cuts and Jobs Act (SAB 118), which allowed companies to record provisional
amounts during a measurement period not to extend beyond one year of the enactment date. The
Company’s accounting for the Tax Act is complete and we did not have any significant adjustments to
provisional amounts recorded as of December 31, 2017.
The Tax Act creates a new requirement that certain income (i.e., GILTI) earned by controlled foreign
corporations (CFCs) must be included currently in the gross income of the CFCs’ U.S. shareholder. Under
U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due
on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred
(the “period cost method”) or (2) factoring such amounts into the measurement of its deferred taxes (the
“deferred method”). The Company selected the period cost method.
In connection with the SendGrid acquisition, the Company recorded a net deferred tax liability which
provides an additional source of taxable income to support the realization of the pre-existing deferred tax
assets and, accordingly, during the year ended December 31, 2019, the Company released a total of
$55.0 million of its U.S. valuation allowance. The Company continues to maintain a valuation allowance
for its U.S. Federal and State net deferred tax assets.
The provision for income taxes recorded in the years ended December 31, 2018 and 2017, consists
primarily of income taxes and withholding taxes in foreign jurisdictions in which the Company conducts
business. The Company’s U.S. operations have been in a loss position and the Company maintains a full
valuation allowance against its U.S. deferred tax assets.
139
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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and 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 Exchange Act), as of the end of the period covered by this Annual Report on
Form 10-K.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as
of December 31, 2019, our disclosure controls and procedures were 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) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting and for the assessment of the effectiveness of internal control over financial reporting
as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial
reporting is a process designed under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance
regarding the reliability of financing reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.
Under the supervision and with the participation of our Chief Executive Officer and our Chief
Financial Officer and oversight of the board of directors, our management conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December 31, 2019, based on the criteria
set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework). Based on this evaluation, management concluded that our
internal control over financial reporting was effective as of December 31, 2019.
The Company acquired SendGrid, Inc. (“SendGrid”) on February 1, 2019.
Management excluded SendGrid from its assessment of the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2019. SendGrid’s total assets excluded from this
assessment was $271.4 million, representing 5% of the Company’s consolidated total assets as of
December 31, 2019, and SendGrid’s total revenue of $177.1 million represented 16% of the Company’s
consolidated revenue for the year ended December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been
audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is
included in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Annual Report on
Form 10-K.
(c) Changes in Internal Control
There were no changes in our internal control over financial reporting in connection with the
evaluation required by Rule 13a-15 (d) and 15d-15 (d) of the Exchange Act that occurred during the
quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
140
(d) Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief 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 Company 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-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
Not applicable.
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Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to our Proxy Statement relating to
our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days of the fiscal year ended December 31, 2019.
Codes of Business Conduct and Ethics
Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all officers,
directors and employees, which is available on our website at (investors.twilio.com) under “Governance
Documents”. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding
amendments to, or waiver from, a provision of our Code of Business Conduct and Ethics and by posting
such information on the website address and location specified above.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our Proxy Statement relating to
our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days of the fiscal year ended December 31, 2019.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our Proxy Statement relating to
our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days of the fiscal year ended December 31, 2019.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to our Proxy Statement relating to
our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days of the fiscal year ended December 31, 2019.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our Proxy Statement relating to
our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days of the fiscal year ended December 31, 2019.
142
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1.
Financial Statements
See Index to Financial Statements at Item 8 herein.
2.
Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or
the required information is otherwise included.
3. Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are
incorporated herein by reference, in each case as indicated below.
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EXHIBIT INDEX
Exhibit
Number
Description
Form
File No.
Exhibit
Filing Date
Incorporated by Reference
2.1+ Agreement and Plan of Merger and
8-K
011-37806
2.1
October 16, 2018
2.2
Reorganization, dated October 15, 2018,
by and among Twilio Inc., a Delaware
corporation, SendGrid, Inc., a Delaware
corporation, and Topaz Merger
Subsidiary, Inc., a Delaware corporation
First Amendment to Agreement and
Plan of Merger and Reorganization,
dated December 13, 2018, by and among
Twilio Inc., a Delaware corporation,
SendGrid, Inc., a Delaware corporation,
and Topaz Merger Subsidiary, Inc., a
Delaware corporation
10-K 001-37806
2.2
March 1, 2019
3.1 Amended and Restated Certificate of
S-1A 333-211634
3.1
June 13, 2016
Incorporation of Twilio Inc.
3.2 Amended and Restated Bylaws of
S-1A 333-211634
3.3
June 13, 2016
Twilio Inc.
4.1
Form of Class A Common Stock
Certificate of Twilio Inc.
S-1
333-211634
4.1
May 26, 2016
4.2 Amended and Restated Investors’
S-1
333-211634
4.2
May 26, 2016
Rights Agreement, dated April 24, 2015,
between Twilio Inc. and certain of its
stockholders
4.3
4.4
Indenture, dated as of May 17, 2018,
between Twilio Inc. and Wilmington
Trust, National Association, as trustee
Form of 0.25% Convertible Senior
Notes due 2023 (included in Exhibit 4.3)
4.5 Description of the Registrant’s
Securities Registered Pursuant to
Section 12 of the Securities Exchange
Act of 1934
8-K
001-37806
4.1
May 18, 2018
8-K
001-37806
4.2
May 18, 2018
Filed herewith
10.1* Form of Indemnification Agreement
S-1A 333-211634
10.2* Twilio Inc. 2008 Stock Option Plan, as
S-1
333-211634
10.1
10.2
June 13, 2016
May 26, 2016
amended and restated, and forms of
Stock Option Agreement and form of
Stock Option Grant Notice
10.3* Twilio Inc. Amended and Restated 2016
Stock Option and Incentive Plan, and
forms of Agreements thereunder
144
Filed herewith
Exhibit
Number
10.4*
10.5*
10.6
10.7
10.8
Description
Form
File No.
Exhibit
Filing Date
Incorporated by Reference
Twilio Inc. 2019 France Sub-Plan to the
2016 Stock Option and Incentive Plan
Twilio Inc. Amended and Restated 2016
Employee Stock Purchase Plan
Office Lease, dated January 8, 2016, as
amended January 8, 2016, between
Twilio Inc. and Bay Area Headquarters
Authority
Sublease, dated as of August 30, 2018,
by and between Salesforce.com, Inc. and
Twilio Inc.
Consent to Sublease Agreement, dated
as of September 25, 2018, by and among
Hudson Rincon Center, LLC,
Salesforce.com Inc. and Twilio Inc.
10-Q 001-37806
10.2
October 31, 2019
10-Q 001-37806
10.1
October 31, 2019
S-1
333-211634
10.6
May 26, 2016
10-Q 001-37806
10.1
November 8, 2018
10-Q 001-37806
10.2
November 8, 2018
10.9* Offer letter with George Hu, dated
8-K
001-37806
10.1
March 3, 2017
February 28, 2017
10.10* Offer letter with Khozema
8-K
001-37806
10.1
October 25, 2018
10.11*
10.12*
Shipchandler, dated August 20, 2018
Chief Executive Officer Severance Plan
dated March 28, 2018 and form of
participation letter
Key Executive Severance Plan, dated
March 28, 2018 and form of
participation letter
10-Q 001-37806
10.1
May 10, 2018
10-Q 001-37806
10.2
May 10, 2018
10.13
Form of Capped Call Confirmation
8-K
001-37806
10.1
May 18, 2018
Filed herewith
Filed herewith
Filed herewith
Filed herewith
21.1
23.1
31.1
31.2
List of subsidiaries of the Registrant
Consent of KPMG, LLP, Independent
Registered Public Accounting Firm
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
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
145
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Exhibit
Number
Description
Form
File No.
Exhibit
Filing Date
Incorporated by Reference
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
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Inline XBRL Instance Document—the
instance document does not appear in
the Interactive Data File because its
XBRL tags are embedded within the
Inline XBRL document
Inline XBRL Taxonomy Extension
Schema Document.
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
Inline XBRL Taxonomy Extension
Definition Linkbase Document.
XBRL Taxonomy Extension Label
Linkbase Document.
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
Cover Page with Interactive Data File
(formatted as Inline XBRL with
applicable taxonomy extension
information contained in Exhibits 101).
Furnished herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
+ Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the
omitted schedules and other similar attachments upon request by the Securities and Exchange
Commission.
*
Indicates a management contract or compensatory plan or arrangement.
** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on
Form 10-K 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.
Item 16. Form 10-K Summary
None.
146
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.
SIGNATURES
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
March 2, 2020
Twilio Inc.
/s/ JEFFREY LAWSON
Jeffrey Lawson
Director and Chief Executive Officer (Principal
Executive Officer)
/s/ KHOZEMA SHIPCHANDLER
Khozema Shipchandler
Chief Financial Officer (Principal Accounting and
Financial Officer)
/s/ RICHARD DALZELL
Richard Dalzell
Director
/s/ BYRON DEETER
Byron Deeter
Director
/s/ ELENA DONIO
Elena Donio
Director
/s/ DONNA L. DUBINSKY
Donna L. Dubinsky
Director
/s/ JEFFREY EPSTEIN
Jeffrey Epstein
Director
/s/ JEFFREY IMMELT
Jeffrey Immelt
Director
/s/ ERIKA ROTTENBERG
Erika Rottenberg
Director
147
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Leadership
Management
Jeff Lawson
Co-Founder, CEO & Chairman
George Hu
Chief Operating Officer
Karyn Smith
General Counsel &
Corporate Secretary
Khozema Shipchandler
Chief Financial Officer
Erin Reilly
Chief Social Impact Officer
Sameer Dholakia
CEO of Twilio SendGrid
Chee Chew
Chief Product Officer
Sara Varni
Chief Marketing Officer
Christy Lake
Chief People Officer
Glenn Weinstein
Chief Customer Officer
Marc Boroditsky
Senior VP of Sales
Steve Pugh
Chief Security Officer
Board of Directors
Jeff Lawson
Co-Founder, CEO & Chairman
Rick Dalzell
Former SVP & CIO
Amazon
Byron Deeter
Partner
Bessemer Venture Partners
Elena Donio
CEO
Axiom
Donna Dubinsky
CEO
Numenta
Jeff Epstein
Operating Partner
Bessemer Venture Partners
Jeff Immelt
Venture Partner
New Enterprise Associates
Erika Rottenberg
General Counsel
Chan Zuckerberg Initiative
Auditors
KPMG LLC
Transfer agent & registrar Computershare Trust Company, N.A.
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