UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018

  Twilio Inc.
(Exact name of registrant as specified in its charter)

	 		 		
Delaware		001-37806		26-2574840	
				 	
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)	
375 Beale Street, Suite 300
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
(415) 390-2337
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	⃞	
	 	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	⃞	

Item 2.02       Results of Operations and Financial Condition.
On August 6, 2018, Twilio Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01       Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No.	 	Description	
99.1		Press release issued by Twilio Inc. dated August 6, 2018.	

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

	TWILIO INC.	
	 	
Date: August 6, 2018	By:	/s/ Lee Kirkpatrick	
	Name:	Lee Kirkpatrick	
	Title:	Chief Financial Officer	

Exhibit 99.1
Twilio Announces Second Quarter 2018 Results
Q2 Total Revenue of $147.8 million, up 54% year-over-year
Q2 Base Revenue of $135.0 million, up 54% year-over-year
Q2 Dollar-Based Net Expansion Rate of 137%
SAN FRANCISCO--(BUSINESS WIRE)--August 6, 2018--Twilio (NYSE: TWLO), the leading cloud communications platform, today reported financial results for its second quarter ended June 30, 2018.
“Our core voice and messaging products grew rapidly once again, and the positive customer response to Flex further reinforces our Engagement Cloud strategy,” said Jeff Lawson, Twilio’s Co-Founder and Chief Executive Officer. “Our go-to-market investments are driving growth in companies of all shapes and sizes, and we’re excited to unveil our newest set of innovations and gather our customers at our upcoming SIGNAL conference in October.”
Second Quarter 2018 Financial Highlights
·	Total revenue of $147.8 million for the second quarter of 2018, up 54% from the second quarter of 2017 and 14% sequentially from the first quarter of 2018.
·	Base revenue of $135.0 million for the second quarter of 2018, up 54% from the second quarter of 2017 and 15% sequentially from the first quarter of 2018.
·	GAAP loss from operations of $22.0 million for the second quarter of 2018, compared with GAAP loss from operations of $7.1 million for the second quarter of 2017. Non-GAAP income from operations of $2.2 million for the second quarter of 2018, compared with non-GAAP loss from operations of $4.7 million for the second quarter of 2017.
·	GAAP net loss per share attributable to common stockholders of $0.25 based on 96.3 million weighted average shares outstanding in the second quarter of 2018, compared with GAAP net loss per share attributable to common stockholders of $0.08 based on 90.9 million weighted average shares outstanding in the second quarter of 2017.
·	Non-GAAP net income per share attributable to common stockholders of $0.03 based on 106.6 million non-GAAP weighted average shares outstanding in the second quarter of 2018, compared with non-GAAP net loss per share attributable to common stockholders of $0.05 based on 90.9 million weighted average shares outstanding in the second quarter of 2017.
Key Metrics and Recent Business Highlights
·	57,350 Active Customer Accounts as of June 30, 2018, compared to 43,431 Active Customer Accounts as of June 30, 2017.
·	Dollar-Based Net Expansion Rate was 137% for the second quarter of 2018, compared to 131% for the second quarter of 2017.
·	Launched the Twilio API for WhatsApp, allowing our customers to easily add one of the most important global messaging channels to their applications through the same API they use for SMS, MMS, RCS, Facebook Messenger, and LINE.
·	Collaborated with Google to integrate Google Cloud Contact Center AI into Twilio Flex, the first fully programmable cloud contact center platform.
·	Announced Twilio Build, a new partner program to support Twilio’s growing ecosystem of technology and consulting partners as they work with Twilio to innovate for their customers, grow their businesses, and transform the communications industry through the power of software.
·	Received approval from EU data protection authorities of our Binding Corporate Rules, furthering our commitment to maintaining the highest standard of data protection.
·	Expanded our presence on the East Coast of the United States with the launch of our new Atlanta office, with plans to add more than 50 employees over the next few years, including sales, human resources, and engineering roles.
·	Issued $550 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2023.

Outlook
Twilio is providing guidance for the third quarter ending September 30, 2018 and full year ending December 31, 2018 as follows:

Quarter ending September 30, 2018:	 	 	 	 	 	 	
Total Revenue (millions)	 	$	150.0		 	to	 	$	152.0	
Base Revenue (millions)		$	142.0			to		$	143.0	
Non-GAAP income from operations (millions)		$	1.0			to		$	2.0	
Non-GAAP net income per share		$	0.02			to		$	0.03	
Non-GAAP weighted average shares outstanding (millions)			109.5						

Full year ending December 31, 2018:	 	 	 	 	 	 	
Total Revenue (millions)		$	585.5			to		$	589.5	
Base Revenue (millions)		$	546.5			to		$	548.5	
Non-GAAP income (loss) from operations (millions)			($1.5	)		to		$	0.5	
Non-GAAP net income per share		$	0.02			to		$	0.04	
Non-GAAP weighted average shares outstanding (millions)			108.0						
						 	
Conference Call Information
Twilio will host a conference call today, August 6, 2018, to discuss second quarter 2018 financial results, as well as the third quarter and full year 2018 outlook, at 2 p.m. Pacific Time, 5 p.m. Eastern Time. A live webcast of the conference call, as well as a replay of the call, will be available at https://investors.twilio.com . The conference call can also be accessed by dialing (844) 453-4207, or +1 (647) 253-8638 (outside the U.S. and Canada). The conference ID is 8399585. Following the completion of the call through 11:59 p.m. Eastern Time on August 13, 2018, a replay will be available by dialing (800) 585-8367 or +1 (416) 621-4642 (outside the U.S. and Canada) and entering passcode 8399585. Twilio has used, and intends to continue to use, its investor relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About Twilio Inc.
More than 2 million developers around the world have used Twilio to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, and video by virtualizing the world’s telecommunications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world’s most demanding applications. By making communications a part of every software developer's toolkit, Twilio is enabling innovators across every industry — from emerging leaders to the world’s largest organizations — to reinvent how companies engage with their customers.
Forward-Looking Statements
This press release and the accompanying conference call contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “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 press release include, but are not limited to, statements about: Twilio’s outlook for the quarter ending September 30, 2018 and full year ending December 31, 2018 and Twilio’s expectations regarding its products and solutions. You should not rely upon forward-looking statements as predictions of future events.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause Twilio’s actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including, among other things: adverse changes in general economic or market conditions; changes in the market for communications; Twilio’s ability to adapt its products to meet evolving market and customer demands and rapid technological change; Twilio’s ability to generate sufficient revenues to achieve or sustain profitability; Twilio’s ability to retain customers and attract new customers; Twilio’s limited operating history, which makes it difficult to evaluate its prospects and future operating results; Twilio’s ability to effectively manage its growth; and Twilio’s ability to compete effectively in an intensely competitive market.
The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in Twilio’s most recent filings with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended March 31, 2018 filed on May 10, 2018. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Twilio makes with the Securities and Exchange Commission from time to time. Moreover, Twilio operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release.
Forward-looking statements represent Twilio’s management’s beliefs and assumptions only as of the date such statements are made. Twilio undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Use of Non-GAAP Financial Measures
To provide investors and others with additional information regarding Twilio’s results, the following non-GAAP financial measures are disclosed: non-GAAP gross profit and gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations and operating margin, non-GAAP net income (loss) attributable to common stockholders, and non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted.
Non-GAAP Gross Profit and Non-GAAP Gross Margin. For the periods presented, Twilio defines non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, adjusted to exclude stock-based compensation and amortization of acquired intangibles.
Non-GAAP Operating Expenses. For the periods presented, Twilio defines non-GAAP operating expenses (including categories of operating expenses) as GAAP operating expenses (and categories of operating expenses) adjusted to exclude, as applicable, stock-based compensation, amortization of acquired intangibles, acquisition-related expenses, release of tax liability upon obligation settlement and estimate revisions, and payroll taxes related to stock-based compensation.
Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin. For the periods presented, Twilio defines non-GAAP income (loss) from operations and non-GAAP operating margin as GAAP loss from operations and GAAP operating margin, respectively, adjusted to exclude stock-based compensation, amortization of acquired intangibles, acquisition-related expenses, release of tax liability upon obligation settlement and estimate revisions, and payroll taxes related to stock-based compensation.
Non-GAAP Net Income (Loss) Attributable to Common Stockholders and Non-GAAP Net Income (Loss) Per Share Attributable to Common Stockholders, Basic and Diluted. For the periods presented, Twilio defines non-GAAP net income (loss) attributable to common stockholders and non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted, as GAAP net loss attributable to common stockholders and GAAP net loss per share attributable to common stockholders, basic and diluted, respectively, adjusted to exclude stock-based compensation, amortization of acquired intangibles, acquisition-related expenses, release of tax liability upon obligation settlement and estimate revisions, payroll taxes related to stock-based compensation, and amortization of debt discount and issuance costs.
Twilio’s management uses the foregoing non-GAAP financial information, collectively, to evaluate its ongoing operations and for internal planning and forecasting purposes. Twilio’s management believes 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, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. Whenever Twilio uses a non-GAAP financial measure, a reconciliation is provided to the most directly comparable financial measure stated in accordance with GAAP. 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.
With respect to Twilio’s guidance as provided under “Outlook” above, Twilio has not reconciled its expectations as to non-GAAP income (loss) from operations to GAAP loss from operations or non-GAAP net income (loss) per share to GAAP net loss per share because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Operating Metrics
Twilio reviews a number of operating metrics to evaluate its business, measure performance, identify trends, formulate business plans, and make strategic decisions. These include the number of Active Customer Accounts, Base Revenue, and Dollar-Based Net Expansion Rate.
Number of Active Customer Accounts. Twilio believes that the number of Active Customer Accounts is an important indicator of the growth of its business, the market acceptance of its platform and future revenue trends. Twilio defines an Active Customer Account at the end of any period as an individual account, as identified by a unique account identifier, for which Twilio has recognized at least $5 of revenue in the last month of the period. Twilio believes that use of its platform by customers at or above the $5 per month threshold is a stronger indicator of potential future engagement than trial usage of its platform or usage at levels below $5 per month. 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.
Base Revenue. Twilio monitors Base Revenue as one of the more reliable indicators of future revenue trends. 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 Twilio, which the Company refers to as Variable Customer Accounts. While almost all of Twilio’s customers exhibit some level of variability in the usage of its products, based on the experience of Twilio’s management, Twilio believes that Variable Customer Accounts are more likely to have significant fluctuations in usage of its 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 Twilio that contain minimum revenue commitments, even though they may spend significant amounts on the use of the Company’s products and they may be foregoing more favorable terms often available to customers that enter into committed contracts with Twilio. This variability adversely affects Twilio’s ability to rely upon revenue from Variable Customer Accounts when analyzing expected trends in future revenue.
For historical periods through March 31, 2016, Twilio defined a Variable Customer Account as an Active Customer Account that (i) had never signed a minimum revenue commitment contract with the Company for a term of at least 12 months and (ii) has met or exceeded 1% of the Company’s 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, Twilio 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, Twilio defines 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 Twilio for a term of at least 12 months and (ii) meets or exceeds 1% of the Company’s 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 Twilio for a term of at least 12 months.
Dollar-Based Net Expansion Rate. Twilio’s ability to drive growth and generate incremental revenue depends, in part, on the Company’s ability to maintain and grow its relationships with existing Active Customer Accounts and to increase their use of the platform. An important way in which Twilio tracks its performance in this area is by measuring the Dollar-Based Net Expansion Rate for Active Customer Accounts, other than Variable Customer Accounts. Twilio’s Dollar-Based Net Expansion Rate increases when such Active Customer Accounts increase their usage of a product, extend their usage of a product to new applications or adopt a new product. Twilio’s Dollar-Based Net Expansion Rate decreases when such Active Customer Accounts cease or reduce their usage of a product or when the Company lowers 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. Twilio believes that measuring Dollar-Based Net Expansion Rate on revenue generated from Active Customer Accounts, other than Variable Customer Accounts, provides a more meaningful indication of the performance of the Company’s efforts to increase revenue from existing customers.
Twilio’s Dollar-Based Net Expansion Rate compares the revenue from Active Customer Accounts, other than Variable Customer Accounts, in a quarter to the same quarter in the prior year. To calculate the Dollar-Based Net Expansion Rate, the Company first identifies the cohort of Active Customer Accounts, other than Variable Customer Accounts, that were Active Customer Accounts in the same quarter of the prior year. The Dollar-Based Net Expansion Rate is the quotient obtained by dividing the revenue generated from that cohort in a quarter, by the revenue generated from that same cohort in the corresponding quarter in the prior year. When Twilio calculates Dollar-Based Net Expansion Rate for periods longer than one quarter, it uses the average of the applicable quarterly Dollar-Based Net Expansion Rates for each of the quarters in such period.
Source: Twilio Inc.

 	
TWILIO INC.	
Condensed Consolidated Statements of Operations	 		
(In thousands, except share and per share amounts)	
(Unaudited)	
			Three Months Ended	
			June 30,	
			2018	 		2017	
Revenue		$	147,754			$	95,870		
Cost of revenue			67,940	 			42,333	 	
Gross profit			79,814	 			53,537	 	
Operating expenses:							
Research and development			39,811				29,714		
Sales and marketing			37,749				26,153		
General and administrative			24,212	 			4,740	 	
Total operating expenses			101,772	 			60,607	 	
Loss from operations			(21,958	)			(7,070	)	
Other income (expense), net			(1,898	)			471	 	
Loss before provision for income taxes			(23,856	)			(6,599	)	
Provision for income taxes			(150	)			(510	)	
Net loss attributable to common stockholders		$	(24,006	)		$	(7,109	)	
						 	
Net loss per share attributable to common stockholders, basic and diluted		$	(0.25	)		$	(0.08	)	
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted			96,348,356	 			90,873,305	 	

 	
TWILIO INC.	
Condensed Consolidated Balance Sheets	 			 			
(In thousands)	
(Unaudited)	
			As of			As of	
			    June 30,    			December 31,	
Assets			2018			2017	
Current assets:							
Cash and cash equivalents		$	493,510			$	115,286		
Short-term marketable securities			301,136				175,587		
Accounts receivable, net			67,572				43,113		
Prepaid expenses and other current assets			21,812	 			19,279	 	
Total current assets			884,030				353,265		
Restricted cash			5,505				5,502		
Property and equipment, net			56,721				50,541		
Intangible assets, net			17,108				20,064		
Goodwill			17,506				17,851		
Other long-term assets			4,978	 			2,559	 	
Total assets		$	985,848	 		$	449,782	 	
						 	
Liabilities and Stockholders’ Equity							
Current liabilities:							
Accounts payable		$	23,765			$	11,116		
Accrued expenses and other current liabilities			82,171				53,614		
Customer deposits			7,843				-		
Deferred revenue			9,056	 			13,797	 	
Total current liabilities			122,835				78,527		
Convertible senior notes, net			423,099				-		
Other long-term liabilities			10,243	 			11,409	 	
Total liabilities			556,177	 			89,936	 	
Commitments and contingencies							
Stockholders’ equity:							
Preferred stock			-				-		
Common stock			96				94		
Additional paid-in capital			725,073				608,165		
Accumulated other comprehensive income			1,962				2,025		
Accumulated deficit			(297,460	)			(250,438	)	
Total stockholders’ equity			429,671	 			359,846	 	
Total liabilities and stockholders’ equity		$	985,848	 		$	449,782	 	

 	
TWILIO INC.	
Condensed Consolidated Statements of Cash Flow	 			 			
(In thousands)	
(Unaudited)	
			Six Months Ended	
			June 30,	
			2018			2017	
Operating Activities:						As Adjusted	
Net loss		$	(47,735	)		$	(21,336	)	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:						
Depreciation and amortization			11,392				8,480		
Net amortization of investment premium and discount			(237	)			107		
Amortization of debt issuance costs			211				-		
Accretion of debt discount			2,484				-		
Stock-based compensation			38,546				21,785		
Amortization of deferred commissions			478				140		
Provision for doubtful accounts			1,515				282		
Write-off of internally developed software			515				96		
Gain on lease termination			-				(295	)	
Changes in assets and liabilities:							
Accounts receivable			(26,048	)			(9,365	)	
Prepaid expenses and other current assets			(2,847	)			1,933		
Other long-term assets			(1,908	)			(932	)	
Accounts payable			12,566				(1,282	)	
Accrued expenses and other current liabilities			28,040				(6,311	)	
Deferred revenue			(4,542	)			2,353		
Customer deposits			7,842				-		
Other long-term liabilities			(1,047	)			296	 	
Net cash provided by (used in) operating activities		$	19,225	 		$	(4,049	)	
						 	
Investing Activities:							
Purchases of marketable securities			(184,364	)			(220,914	)	
Maturities of marketable securities			58,520				23,000		
Capitalized software development costs			(9,958	)			(8,000	)	
Purchases of property and equipment			(2,066	)			(6,772	)	
Purchases of intangible assets			(249	)			(154	)	
Acquisition, net of cash acquired			-	 			(22,621	)	
Net cash used in investing activities		$	(138,117	)		$	(235,461	)	
						 	
Financing Activities:							
Proceeds from issuance of convertible senior notes			550,000				-		
Payments of debt issuance costs			(12,513	)			-		
Purchase of capped call			(58,465	)			-		
Payments of costs related to public offerings			-				(430	)	
Proceeds from exercises of stock options			13,715				18,154		
Proceeds from shares issued in ESPP			4,474				7,404		
Value of equity awards withheld for tax liabilities			(910	)			(311	)	
Net cash provided by financing activities		$	496,301	 		$	24,817	 	
						 	
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			818				42		
						 	
Net increase (decrease) in cash, cash equivalents, and restricted cash			378,227				(214,651	)	
Cash, cash equivalents, and restricted cash at beginning of period			120,788	 			314,280	 	
Cash, cash equivalents, and restricted cash at end of period		$	499,015	 		$	99,629	 	

 	
TWILIO INC.	
Reconciliation to Non-GAAP Financial Measures	 		
(In thousands, except shares, per share amounts, and percentages)	
(Unaudited)	
			Three Months Ended	
			June 30,	
			2018	 		2017	
Gross profit		$	79,814			$	53,537		
Non-GAAP adjustments:							
Stock-based compensation			266				142		
Amortization of acquired intangibles			1,125	 			1,182	 	
Non-GAAP gross profit		$	81,205	 		$	54,861	 	
						 	
Non-GAAP gross margin			55	%			57	%	
						 	
Research and development		$	39,811			$	29,714		
Non-GAAP adjustments:							
Stock-based compensation			(9,749	)			(5,710	)	
Amortization of acquired intangibles			-				(38	)	
Payroll taxes related to stock-based compensation			(1,215	)			(223	)	
Non-GAAP research and development		$	28,847	 		$	23,743	 	
						 	
Non-GAAP research and development as % of revenue			20	%			25	%	
						 	
Sales and marketing		$	37,749			$	26,153		
Non-GAAP adjustments:							
Stock-based compensation			(5,049	)			(2,363	)	
Amortization of acquired intangibles			(206	)			(202	)	
Payroll taxes related to stock-based compensation			(349	)			(128	)	
Non-GAAP sales and marketing		$	32,145	 		$	23,460	 	
						 	
Non-GAAP sales and marketing as % of revenue			22	%			24	%	
						 	
General and administrative		$	24,212			$	4,740		
Non-GAAP adjustments:							
Stock-based compensation			(5,942	)			(4,185	)	
Amortization of acquired intangibles			(20	)			(20	)	
Acquisition-related expenses			-				(58	)	
Release of tax liability upon obligation settlement and estimate revisions			-				12,161		
Payroll taxes related to stock-based compensation			(247	)			(253	)	
Non-GAAP general and administrative		$	18,003	 		$	12,385	 	
						 	
Non-GAAP general and administrative as % of revenue			12	%			13	%	
						 	
Loss from operations and margin		$	(21,958	)		$	(7,070	)	
Non-GAAP adjustments:							
Stock-based compensation			21,006				12,400		
Amortization of acquired intangibles			1,351				1,442		
Acquisition-related expenses			-				58		
Release of tax liability upon obligation settlement and estimate revisions			-				(12,161	)	
Payroll taxes related to stock-based compensation			1,811	 			604	 	
Non-GAAP income (loss) from operations		$	2,210	 		$	(4,727	)	
						 	
Non-GAAP operating margin			1	%			(5	%)	

 	
TWILIO INC.	
Reconciliation to Non-GAAP Financial Measures	 			 			
(In thousands, except shares, per share amounts, and percentages)	
(Unaudited)	
			Three Months Ended	
			June 30,	
			2018			2017	
Net loss attributable to common stockholders		$	(24,006	)		$	(7,109	)	
Non-GAAP adjustments:							
Stock-based compensation			21,006				12,400		
Amortization of acquired intangibles			1,351				1,442		
Acquisition-related expenses			-				58		
Release of tax liability upon obligation settlement and estimate revisions			-				(12,161	)	
Payroll taxes related to stock-based compensation			1,811				604		
Amortization of debt discount and issuance costs			2,695	 			-	 	
Non-GAAP net income (loss) attributable to common stockholders		$	2,857	 		$	(4,766	)	
						 	
Non-GAAP net income (loss) attributable to common stockholders as % of revenue			2	%			(5	%)	

Net loss per share attributable to common stockholders, basic*		$	(0.25	)		$	(0.08	)	
Non-GAAP adjustments:							
Stock-based compensation			0.20				0.14		
Amortization of acquired intangibles			0.01				0.02		
Acquisition-related expenses			-				0.00		
Release of tax liability upon obligation settlement and estimate revisions			-				(0.13	)	
Payroll taxes related to stock-based compensation			0.02				0.01		
Amortization of debt discount and issuance costs			0.03				-		
Dilutive securities			0.02	 			-	 	
Non-GAAP net income (loss) per share attributable to common stockholders, diluted		$	0.03	 		$	(0.05	)	

GAAP weighted-average shares used to compute net income (loss) per share attributable to common stockholders, basic			96,348,356				90,873,305		

Effect of dilutive securities (stock options and restricted stock units)			10,255,515				-		
						 	
Non-GAAP weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, diluted			106,603,871	 			90,873,305	 	

* Some columns may not add due to rounding							

 	
TWILIO INC.	
Key Metrics	 		
(Unaudited)	
 	
		March 31,	 	June 30,	 	Sept. 30,	 	Dec. 31,	 	March 31,	 	June 30,	
		 	2017	 	 	 	2017	 	 	 	2017	 	 	 	2017	 	 	 	2018	 	 	 	2018	 	
												 	
Number of Active Customers ( as of period end date )			40,696				43,431				46,489				48,979				53,985				57,350		
Base Revenue ( in thousands)		$	80,643			$	87,583			$	91,965			$	105,299			$	117,507			$	135,004		
Base Revenue Growth Rate			62	%			55	%			43	%			40	%			46	%			54	%	
Dollar-Based Net Expansion Rate			141	%			131	%			122	%			118	%			132	%			137	%	

CONTACT:
Twilio
Investor Contact:
Greg Kleiner
ir@Twilio.com
or
Media Contact:
Caitlin Epstein
press@Twilio.com