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): February 13, 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 February 13, 2018, Twilio Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2017. 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2018, the Company announced that Lee Kirkpatrick, the Company’s Chief Financial Officer, will be resigning from his position with the Company. The Company has commenced a search for a replacement Chief Financial Officer. The effective date for Mr. Kirkpatrick’s resignation has not been determined and Mr. Kirkpatrick intends to continue with the Company through the transition.
Item 9.01       Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No.	 	Description	
99.1		Press release issued by Twilio Inc. dated February 13, 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: February 13, 2018	By:	/s/ Lee Kirkpatrick	
	Name:	Lee Kirkpatrick	
	Title:	Chief Financial Officer	

EXHIBIT INDEX

Exhibit
No.	 	Description	
99.1		Press release issued by Twilio Inc. dated February 13, 2018.	

Exhibit 99.1
Twilio Announces Fourth Quarter and Full Year 2017 Results
Q4 Total Revenue of $115.2 million, up 41% year-over-year
Q4 Base Revenue of $105.3 million, up 40% year-over-year
Q4 Dollar-Based Net Expansion Rate of 118%
SAN FRANCISCO--(BUSINESS WIRE)--February 13, 2018--Twilio Inc. (NYSE: TWLO), the leading Cloud Communications Platform company, today reported financial results for its fourth quarter and full year ended December 31, 2017.
“We are kicking off our tenth year as a company with fabulous momentum. I’m very proud of the team for our fourth quarter performance, but my excitement lies in the foundations we’ve laid for the next ten years of Twilio,” said Jeff Lawson, Twilio’s Co-Founder and Chief Executive Officer. “We are poised for a stellar year ahead, built on our relentless focus on customer success, quality, and software-fueled innovation.”
Fourth Quarter 2017 Financial Highlights
·	Total revenue of $115.2 million for the fourth quarter of 2017, up 41% from the fourth quarter of 2016 and 15% sequentially from the third quarter of 2017.
·	Base revenue of $105.3 million for the fourth quarter of 2017, up 40% from the fourth quarter of 2016 and 14% sequentially from the third quarter of 2017.
·	GAAP loss from operations of $20.2 million for the fourth quarter of 2017, compared with GAAP loss from operations of $12.8 million for the fourth quarter of 2016. Non-GAAP loss from operations of $3.9 million for the fourth quarter of 2017, compared with non-GAAP profit from operations of $0.1 million for the fourth quarter of 2016.
·	GAAP net loss per share attributable to common stockholders of $0.20 based on 93.2 million weighted average shares outstanding in the fourth quarter of 2017, compared with GAAP net loss per share attributable to common stockholders of $0.15 based on 86.1 million weighted average shares outstanding in the fourth quarter of 2016.
·	Non-GAAP net loss per share attributable to common stockholders of $0.03 based on 93.2 million weighted average shares outstanding in the fourth quarter of 2017, compared with non-GAAP net profit per share attributable to common stockholders of $0.00 based on 100.2 million Non-GAAP weighted average shares outstanding in the fourth quarter of 2016.
Full Year 2017 Financial Highlights
·	Total revenue of $399.0 million for the full year 2017, up 44% from the full year 2016.
·	Base revenue of $365.5 million for the full year 2017, up 49% from the full year 2016.
·	GAAP loss from operations of $66.1 million for the full year 2017, compared with GAAP loss from operations of $41.3 million for the full year 2016. Non-GAAP loss from operations of $20.1 million for the full year 2017, compared with non-GAAP loss from operations of $12.2 million for the full year 2016.
·	GAAP net loss per share attributable to common stockholders of $0.70 based on 91.2 million weighted average shares outstanding for the full year 2017, compared with GAAP net loss per share attributable to common stockholders of $0.78 based on 53.1 million weighted average shares outstanding for the full year 2016.
·	Non-GAAP net loss per share attributable to common stockholders of $0.19 based on 91.2 million non-GAAP weighted average diluted shares outstanding for the full year 2017, compared with non-GAAP net loss per share attributable to common stockholders of $0.16 based on 78.6 million non-GAAP weighted average diluted shares outstanding for the full year 2016.

Key Metrics and Recent Business Highlights
·	48,979 Active Customer Accounts as of December 31, 2017, compared to 36,606 Active Customer Accounts as of December 31, 2016.
·	Dollar-Based Net Expansion Rate was 118% for the fourth quarter of 2017, compared to 155% for the fourth quarter of 2016.
·	Launched our Engage Roadshow program in New York City and Melbourne, bringing together developers and technical decision makers to share their experiences.
·	Welcomed Sara Varni, formerly the SVP of Marketing for Salesforce’s Sales Cloud business, as our Chief Marketing Officer. Sara will be focused on scaling our marketing efforts around the world, supporting our commitment to our developer-first strategy while simultaneously taking on the enterprise market.
·	Added Ron Huddleston, formerly the Corporate Vice President of the One Commercial Partner Organization for Microsoft, as our Chief Partner Officer. Ron will be responsible for unifying the partner experiences for Twilio across Solution Partners, SIs, VARs, and Resellers.
·	Announced that Twilio Studio, our new drag and drop editor, has moved into Beta. Twilio Studio is designed to both expand the universe of people that can engage with our platform and accelerate their development time.
Chief Financial Officer Transition
The Company also announced plans for a transition in finance leadership. Lee Kirkpatrick, who has served as Twilio’s Chief Financial Officer since May 2012, has informed the Company and its Board of Directors of his decision to leave the company. To ensure an orderly transition and continuity of operations, Kirkpatrick will continue to serve as CFO until his successor is found and has moved into the role. The search process will begin shortly and is expected to be completed before the end of the year.
Outlook
Twilio is providing guidance for the first quarter ending March 31, 2018 and full year ending December 31, 2018 as follows:

Quarter ending March 31, 2018:	 	 	 	 	 	 	 	 	 	
Total Revenue (millions)	 	 	$	115.0	 	 	to	 	 	$	117.0	
Base Revenue (millions)			$	108.0			to			$	109.0	
Non-GAAP loss from operations (millions)			$	7.0			to			$	6.0	
Non-GAAP net loss per share			$	0.07			to			$	0.06	
Weighted average shares outstanding (millions)										94.5	

Full year ending December 31, 2018:	 	 	 	 	 	 	 	 	 	
Total Revenue (millions)			$	506.0			to			$	514.0	
Base Revenue (millions)			$	483.0			to			$	487.0	
Non-GAAP loss from operations (millions)			$	15.5			to			$	11.5	
Non-GAAP net loss per share			$	0.14			to			$	0.10	
Weighted average shares outstanding (millions)										96.0	
 										
Conference Call Information
Twilio will host a conference call today, February 13, 2018, to discuss fourth quarter and full year 2017 financial results, as well as the first 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 6928729. Following the completion of the call through 11:59 PM Eastern Time on February 20, 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 6928729. 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.
Twilio's mission is to fuel the future of communications. Developers and businesses use Twilio to make communications relevant and contextual by embedding messaging, voice, and video capabilities directly into their software applications. Founded in 2008,Twilio has over 900 employees, with headquarters in San Francisco and other offices in Bogotá, Dublin, Hong Kong, London, Madrid, Malmö, Mountain View, Munich, New York City, Singapore and Tallinn.
Forward-Looking Statements
This press release and the accompanying conference call contains 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 March 31, 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 September 30, 2017 filed on November 14, 2017. 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 loss from operations and operating margin, non-GAAP net loss attributable to common stockholders, and non-GAAP net 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, and payroll taxes related to stock-based compensation.
Non-GAAP Loss from Operations and Non-GAAP Operating Margin. For the periods presented, Twilio defines non-GAAP 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, and payroll taxes related to stock-based compensation.
Non-GAAP Net Loss Attributable to Common Stockholders and Non-GAAP Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted. For the periods presented, Twilio defines non-GAAP net loss attributable to common stockholders and non-GAAP net 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, and payroll taxes related to stock-based compensation.
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 loss from operations to GAAP loss from operations or non-GAAP net 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 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 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) 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 customer accounts.
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.		 	 			 			
	Consolidated Statements of Operations								
	(In thousands, except share and per share amounts)								
	 	 	 											
										Three Months Ended	
										December 31,	
										2017			2016	
										(Unaudited)	
	Revenue					$	115,236			$	81,952		
	Cost of revenue				55,022	 			34,205	 	
			Gross profit				60,214	 			47,747	 	
	Operating expenses:								
		Research and development				32,829				24,587		
		Sales and marketing				27,622				17,816		
		General and administrative				18,809				14,304		
		Charitable contribution				1,172	 			3,860	 	
			Total operating expenses				80,432	 			60,567	 	
	Loss from operations				(20,218	)			(12,820	)	
	Other income (expenses), net				1,102	 			225	 	
			Loss before (provision) benefit for income taxes				(19,116	)			(12,595	)	
	(Provision) benefit for income taxes				197	 			(13	)	
			Net loss attributable to common stockholders			$	(18,919	)		$	(12,608	)	
													 	
	Net loss per share attributable to common stockholders, basic and diluted			$	(0.20	)		$	(0.15	)	
	Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted				93,246,941	 			86,132,737	 	

 	TWILIO INC.		 			 			
	Consolidated Statements of Operations							
	(In thousands, except share and per share amounts)							
	 	 	 										
									Year Ended	
									December 31,	
									2017			2016	
												 	
	Revenue				$	399,020			$	277,335		
	Cost of revenue			182,895	 			120,520	 	
			Gross profit			216,125	 			156,815	 	
	Operating expenses:							
		Research and development			120,739				77,926		
		Sales and marketing			100,669				65,267		
		General and administrative			59,619				51,077		
		Charitable contribution			1,172	 			3,860	 	
			Total operating expenses			282,199	 			198,130	 	
	Loss from operations			(66,074	)			(41,315	)	
	Other income (expenses), net			3,071	 			317	 	
			Loss before provision for income taxes			(63,003	)			(40,998	)	
	Provision for income taxes			(705	)			(326	)	
			Net loss attributable to common stockholders		$	(63,708	)		$	(41,324	)	
												 	
	Net loss per share attributable to common stockholders, basic and diluted		$	(0.70	)		$	(0.78	)	
	Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted			91,224,607	 			53,116,675	 	

TWILIO INC.	 	 			 			
Consolidated Balance Sheets								
(In thousands)								
 										
						As of December 31,	
Assets					2017			2016	
Current assets:								
	Cash and cash equivalents			$	115,286			$	305,665		
	Short-term marketable securities				175,587				-		
	Accounts receivable, net				43,113				26,203		
	Prepaid expenses and other current assets				19,279	 			21,512	 	
		Total current assets				353,265				353,380		
	Restricted cash				5,502				7,445		
	Property and equipment, net				50,541				37,552		
	Intangible assets, net				20,064				10,268		
	Goodwill				17,851				3,565		
	Other long-term assets				2,559	 			484	 	
		Total assets			$	449,782	 		$	412,694	 	
									 	
Liabilities and Stockholders’ Equity								
Current liabilities:								
	Accounts payable			$	11,116			$	4,174		
	Accrued expenses and other current liabilities				53,614				59,308		
	Deferred revenue				13,797	 			10,222	 	
		Total current liabilities				78,527				73,704		
	Long-term liabilities				11,409	 			9,543	 	
		Total liabilities				89,936	 			83,247	 	
Commitments and contingencies								
Stockholders’ equity:								
	Preferred stock				-				-		
	Common stock				94				87		
	Additional paid-in capital				608,165				516,090		
	Accumulated other comprehensive income				2,025				-		
	Accumulated deficit				(250,438	)			(186,730	)	
		Total stockholders’ equity				359,846	 			329,447	 	
		Total liabilities and stockholders’ equity			$	449,782	 		$	412,694	 	

TWILIO INC.	 	 			 			
Consolidated Statements of Cash Flow								
(In thousands)								
 	 									
						Year Ended	
						December 31,	
						2017			2016	
Operating Activities:								
Net loss			$	(63,708)		$	(41,324)	
Adjustments to reconcile net loss to net cash provided by (used in)								
operating activities:								
	Depreciation and amortization				18,764			8,315	
	Amortization of bond premium				262			-	
	Stock-based compensation				49,619			24,225	
	Value of common stock donated to charity				1,172			-	
	Provision for doubtful accounts				580			1,145	
	Write-off of internally developed software				561			711	
	(Gain) loss on lease termination				(295)			94	
	Changes in assets and liabilities:								
	Accounts receivable				(15,280)			(8,254)	
	Prepaid expenses and other current assets				2,214			(13,755)	
	Other long-term assets				(1,989)			(135)	
	Accounts payable				5,433			1,714	
	Accrued expenses and other current liabilities				(3,312)			24,182	
	Deferred revenue				3,560			4,076	
	Long-term liabilities				(841)			9,097	
		Net cash provided by (used in) operating activities				(3,260)			10,091	
									 	
Investing Activities:								
(Increase) decrease in restricted cash				3,118			(7,439)	
Purchases of marketable securities				(293,186)			-	
Maturities of marketable securities				115,877			-	
Capitalized software development costs				(17,280)			(11,527)	
Purchases of property and equipment				(9,248)			(14,174)	
Purchases of intangible assets				(290)			(785)	
Acquisitions, net of cash acquired				(22,621)			(8,500)	
		Net cash used in investing activities				(223,630)			(42,425)	
									 	
Financing Activities:								
Proceeds from initial public offering, net of underwriting discounts				-			160,426	
Proceeds from follow-on public offering, net of underwriting discounts				-			65,281	
Payments of costs related to public offerings				(430)			(4,606)	
Proceeds from exercises of stock options				25,627			9,100	
Proceeds from shares issued in ESPP				11,918			-	
Value of equity awards withheld for tax liabilities				(678)			(1,037)	
		Net cash provided by financing activities				36,437			229,164	
									 	
Effect of exchange rate changes on cash and cash equivalents				74			-	
									 	
Net increase (decrease) in cash and cash equivalents				(190,379)			196,830	
Cash and cash equivalents at beginning of year				305,665			108,835	
Cash and cash equivalents at end of year			$	115,286		$	305,665	

  	TWILIO INC.	 		 			 			
	Reconciliation to Non-GAAP Financial Measures					
	(In thousands, except share and per share amounts)					
									 	
						Three Months Ended	
						December 31,	
						2017			2016	
						(Unaudited)	
	Gross profit				$	60,214			$	47,747		
	Non-GAAP adjustments:									
	Stock-based compensation					190				156		
	Amortization of acquired intangibles					1,215	 			409	 	
	Non-GAAP gross profit				$	61,619	 		$	48,312	 	
									 	
	Non-GAAP gross margin					53	%			59	%	
									 	
	Research and development				$	32,829			$	24,587		
	Non-GAAP adjustments:									
	Stock-based compensation					(6,121	)			(5,310	)	
	Amortization of acquired intangibles					(38	)			(37	)	
	Payroll taxes related to stock-based compensation			(122	)			(61	)	
	Non-GAAP research and development				$	26,548	 		$	19,179	 	
									 	
	Non-GAAP research and development as % of revenue					23	%			23	%	
									 	
	Sales and marketing				$	27,622			$	17,816		
	Non-GAAP adjustments:									
	Stock-based compensation					(2,861	)			(1,690	)	
	Amortization of acquired intangibles					(214	)			-		
	Payroll taxes related to stock-based compensation			(100	)			(169	)	
	Non-GAAP sales and marketing				$	24,447	 		$	15,957	 	
									 	
	Non-GAAP sales and marketing as % of revenue					21	%			19	%	
									 	
	General and administrative				$	18,809			$	14,304		
	Non-GAAP adjustments:									
	Stock-based compensation					(4,474	)			(1,420	)	
	Amortization of acquired intangibles					(20	)			(27	)	
	Acquisition related expenses					-				(362	)	
	Release of tax liability upon obligation settlement			284				805		
	Payroll taxes related to stock-based compensation			(79	)			(204	)	
	Non-GAAP general and administrative				$	14,520	 		$	13,096	 	
									 	
	Non-GAAP general and administrative as % of revenue					13	%			16	%	
									 	
	Loss from operations and margin				$	(20,218	)		$	(12,820	)	
	Non-GAAP adjustments:									
	Stock-based compensation					13,646				8,576		
	Amortization of acquired intangibles					1,487				473		
	Release of tax liability upon obligation settlement			(284	)			(805	)	
	Acquisition related expenses					-				362		
	Payroll taxes related to stock-based compensation			301				434		
	Charitable contribution					1,172	 			3,860	 	
	Non-GAAP income (loss) from operations				$	(3,896	)		$	80	 	
									 	
	Non-GAAP operating margin					-3	%			0	%	
									 	
	TWILIO INC.									
	Reconciliation to Non-GAAP Financial Measures					
	(In thousands, except share and per share amounts)			Three Months Ended	
						December 31,	
						2017	 			2016	 	
						(Unaudited)	
	Net loss attributable to common stockholders				$	(18,919	)		$	(12,608	)	
	Non-GAAP adjustments:									
	Stock-based compensation					13,646				8,576		
	Amortization of acquired intangibles					1,487				473		
	Release of tax liability upon obligation settlement			(284	)			(805	)	
	Acquisition related expenses					-				362		
	Payroll taxes related to stock-based compensation			301				434		
	Charitable contribution					1,172	 			3,860	 	
	Non-GAAP net income (loss) attributable to common stockholders				$	(2,597	)		$	292	 	
									 	
	Non-GAAP net income (loss) attributable to common stockholders as % of revenue			-2	%			0	%	

	Net loss per share attributable to common stockholders, basic and diluted*				$	(0.20	)		$	(0.15	)	
	Non-GAAP adjustments:									
	Stock-based compensation					0.15				0.10		
	Amortization of acquired intangibles					0.02				0.01		
	Release of tax liability upon obligation settlement			(0.00	)			(0.01	)	
	Acquisition related expenses					-				0.00		
	Payroll taxes related to stock-based compensation			0.00				0.01		
	Charitable contribution					0.01				0.04		
	Dilutive securities					-	 			0.00	 	
	Non-GAAP net income (loss) per share attributable to common stockholders, diluted				$	(0.03	)		$	0.00	 	

									 	
	GAAP weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted			93,246,941	 			86,132,737	 	
									 	
	Effect of dilutive securities (stock options and restricted stock units)			-				14,073,935		
									 	
	Non-GAAP weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted			93,246,941	 			100,206,672	 	

	* Some columns may not add due to rounding							

  	TWILIO INC.	 			 			
	Reconciliation to Non-GAAP Financial Measures						
	(In thousands, except share and per share amounts)					
							 	
				Year Ended	
				December 31,	
				2017			2016	
				(Unaudited)	
	Gross profit		$	216,125		$	156,815	
	Non-GAAP adjustments:							
	Stock-based compensation			650			291	
	Amortization of acquired intangibles			4,644			619	
	Non-GAAP gross profit		$	221,419		$	157,725	
							 	
	Non-GAAP gross margin			55%			57%	
							 	
	Research and development		$	120,739		$	77,926	
	Non-GAAP adjustments:							
	Stock-based compensation			(22,808)			(12,946)	
	Amortization of acquired intangibles			(139)			(151)	
	Payroll taxes related to stock-based compensation			(1,466)			(61)	
	Gain on lease termination			150			-	
	Non-GAAP research and development		$	96,476		$	64,768	
							 	
	Non-GAAP research and development as % of revenue			24%			23%	
							 	
	Sales and marketing		$	100,669		$	65,267	
	Non-GAAP adjustments:							
	Stock-based compensation			(9,822)			(4,972)	
	Amortization of acquired intangibles			(753)			-	
	Payroll taxes related to stock-based compensation			(714)			(169)	
	Gain on lease termination			100			-	
	Non-GAAP sales and marketing		$	89,480		$	60,126	
							 	
	Non-GAAP sales and marketing as % of revenue			22%			22%	
							 	
	General and administrative		$	59,619		$	51,077	
	Non-GAAP adjustments:							
	Stock-based compensation			(16,339)			(6,016)	
	Amortization of acquired intangibles			(84)			(110)	
	Acquisition related expenses			(310)			(499)	
	Release of tax liability upon obligation settlement			13,365			805	
	Payroll taxes related to stock-based compensation			(770)			(204)	
	Gain on lease termination			45			-	
	Non-GAAP general and administrative		$	55,526		$	45,053	
							 	
	Non-GAAP general and administrative as % of revenue			14%			16%	
							 	
	Loss from operations and margin		$	(66,074)		$	(41,315)	
	Non-GAAP adjustments:							
	Stock-based compensation			49,619			24,225	
	Amortization of acquired intangibles			5,620			880	
	Acquisition related expenses			310			499	
	Release of tax liability upon obligation settlement			(13,365)			(805)	
	Payroll taxes related to stock-based compensation			2,950			434	
	Gain on lease termination			(295)			-	
	Charitable contribution			1,172			3,860	
	Non-GAAP loss from operations		$	(20,063)		$	(12,222)	
							 	
	Non-GAAP operating margin			-5%			-4%	
							 	
	TWILIO INC.							
	Reconciliation to Non-GAAP Financial Measures						
	(In thousands, except share and per share amounts)			Year Ended	
				December 31,	
				2017			2016	
				(Unaudited)	
	Net loss attributable to common stockholders		$	(63,708)		$	(41,324)	
	Non-GAAP adjustments:							
	Stock-based compensation			49,619			24,225	
	Amortization of acquired intangibles			5,620			880	
	Release of tax liability upon obligation settlement			(13,365)			(805)	
	Acquisition related expenses			310			499	
	Payroll taxes related to stock-based compensation			2,950			434	
	Gain on lease termination			(295)			-	
	Charitable contribution			1,172			3,860	
	Non-GAAP net loss attributable to common stockholders		$	(17,697)		$	(12,231)	
							 	
	Non-GAAP net loss attributable to common stockholders as % of revenue			-4%			-4%	

	Net loss per share attributable to common stockholders, basic and diluted*		$	(0.70)		$	(0.78)	
	Non-GAAP adjustments:							
	Stock-based compensation			0.54			0.46	
	Amortization of acquired intangibles			0.06			0.02	
	Release of tax liability upon obligation settlement			(0.15)			(0.02)	
	Acquisition related expenses			0.00			0.01	
	Payroll taxes related to stock-based compensation			0.03			0.01	
	Gain on lease termination			(0.00)			-	
	Charitable contribution			0.01			0.07	
	Convertible preferred stock			-			0.07	
	Non-GAAP net loss per share attributable to common stockholders, diluted		$	(0.19)		$	(0.16)	

	GAAP weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted			91,224,607			53,116,675	
	 			
	Weighted-average shares of convertible preferred stock issued and outstanding			-			25,454,849	
							 	
	Non-GAAP weighted-average shares used to compute Non-GAAP net loss per share attributable to common stockholders, basic and diluted			91,224,607			78,571,524	

	* Some columns may not add due to rounding						

TWILIO INC.	 	 	 		 		 		 		
Key Metrics											
(Unaudited)											
				Three Months Ended	
				March 31,		June 30,		Sept. 30,		Dec. 31,	
					2017				2017				2017				2017		
										 	
Number of Active Customers ( as of end date of period )					40,696				43,431				46,489				48,979		
Base Revenue ( in thousands)				$	80,643			$	87,583			$	91,965			$	105,299		
Base Revenue Growth Rate					62%	 			55%	 			43%	 			40%	 	
Dollar-Based Net Expansion Rate					141%	 			131%	 			122%	 			118%	 	

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