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CORRESP
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CORRESP

 May 12, 2023

 Via
EDGAR

 Ms. Inessa Kessman

 Ms. Lisa
Etheredge

 Division of Corporation Finance

 Office of
Technology

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Twilio Inc.

Form 8-K Filed February 13, 2023

Response dated March 8, 2023

File No. 001-37806

Dear Mses. Kessman and Etheredge,

 I am writing in response to
the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated April 5, 2023, to Ms. Aidan Viggiano, the Chief Financial Officer (Principal Accounting and Financial Officer) of Twilio Inc., a
Delaware corporation (the “Company”), related to the Company’s Form 8-K filed February 13, 2023 (the “2023 Form 8-K”).

For your convenience, the Company has set forth below the Staff’s comments in bold and italics, followed by the Company’s responses thereto.

Form 8-K Filed February 13, 2023

General

1.
 In light of the organizational changes described in your Form 8-K
filed February 13, 2023 that were effective during the three months ended March 31, 2023, provide us with your updated ASC 280 segment identification analysis. In your analysis, please tell us if there have been any changes in your
identified operating and reportable segments, and specifically address how you considered the following in determining your identified operating and reportable segments:

•
 the changes in your management structure, including the identity and role of each of your segment
managers, how your company is organized, and when such changes were effective;

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•
 what the key operating decisions are, who makes them, and how resources are allocated and performance is
assessed within your business;

•
 how the CODM and direct reports are compensated; and

•
 how often the CODM meets with his direct reports, the financial information he reviews in conjunction
with those meetings, the financial information discussed, and who else attends such meetings.

 The Company
acknowledges the Staff’s comment and provides the following response:

 Overview

In light of the organizational changes announced in the 2023 Form 8-K, the Company reassessed its
segment identification analysis under this guidance, with specific focus on what discrete financial information was available within the new Company structure and how this information was presented to and reviewed by the chief operating decision
maker (“CODM”).

 Based on this assessment, and as described in detail below, the Company concluded that as of March 31,
2023, the Company did not yet have sufficiently precise and final discrete financial information available on a Business Unit (“BU”) or product level and, consequently, the CODM did not regularly review such information. Accordingly, the
Company concluded that as of March 31, 2023, it continued to have one operating and reportable segment.

 Organizational Changes

 On February 13, 2023, the Company filed the 2023 Form 8-K with the Securities and
Exchange Commission announcing that its Board of Directors (the “Board”) approved a reorganization of the Company into two BUs: Twilio Data & Applications and Twilio Communications (the “Reorganization”) to strategically
realign its business to promote efficient and accelerated growth. In connection with those changes, the Company is realigning its internal processes and controls to develop a reporting capability within its enterprise resource planning system
(“ERP”). This reporting capability will enable the Company to produce sufficiently precise BU-level discrete financial information to support its budgeting, forecasting and reporting processes. The
process realignments currently underway are time-consuming, complex and require significant judgment and assumptions.

 The Company
currently expects, and is using reasonable best efforts, to substantially complete its internal process realignments in the second quarter of 2023. This is expected to allow the Company to regularly provide the CODM with sufficiently precise and
final discrete financial information on a BU level beginning in that quarter. As a result, the Company expects to begin reporting operating results for the second quarter of 2023 through two reportable segments: Twilio Data & Applications
and Twilio Communications. The presentation of these two reportable segments would reflect the three- and six-month periods ended June 30, 2023 and 2022.

 2

 CODM Reporting Package

On April 20, 2023, the CODM reached a conclusion on the form and content of a draft CODM reporting package that he would like to regularly
review going forward in order to assess performance and make resource allocation decisions. In addition to various consolidated results, the BU-level discrete financial information in this reporting package
will include revenue (along with year-over-year consolidated revenue growth percentage and year-over-year organic revenue growth percentage), non-GAAP gross profit, and
non-GAAP gross margin percentage. In addition, revenue detail will be provided for certain products. No product-level gross profit or gross margin detail will be presented. This new CODM reporting package is
expected to be delivered monthly, starting during the second quarter, in place of information previously provided as part of the monthly Executive Team Report that was discontinued in 2023.

Process and Reporting Changes

As noted in the Company’s previous response letters, prior to the Reorganization, the Company was organized by business function, such as go-to-market (“GTM”), research and development (“R&D”), human resources and operations. All of these functional areas operated on a Company-wide basis
and supported all products. This structure did not require tracing and allocating all costs to individual products or BUs. As such, the Company did not have a process in place to report these costs by product or BU in a sufficiently precise manner.

 Immediately upon the Reorganization, the Company began making significant changes to the processes and controls within its ERP and
supporting systems to enable it to produce sufficiently precise BU-level financial information to support its budgeting, forecasting and reporting of discrete financial information for each BU. The following
primary workstreams are required to effectuate these changes, with actual or expected completion dates presented in parentheses:

•

 Alignment of product hierarchy to BUs, including both associated revenue and direct costs of sale (Q2);

•

 Re-engineering existing processes or creating new processes to enable
allocation of revenue reserves and credits, hosting costs and capitalized software amortization to individual products and BUs (Q2). Establishing governance over subsequent product hierarchy updates (Q2);

•

 Realignment of employee costs to the new BU structure on a go forward basis (Q2);

•

 Realignment of vendor spend to the new BU structure on a go-forward basis
(Q2);

•

 Redesigning sales commission plans including quota achievement targets for each BU (Q2);

•

 Developing new attribution or allocation methodologies for supporting functional costs that are not directly
related to the BUs (to be completed over 2023);

•

 Determining the appropriate recast methodology for prior periods to align to the BU structure (to be completed
over 2023); and

•

 Remapping periodic expenses from prepaids, fixed assets, intangible assets, deferred commissions, and other
assets to new cost centers on a go-forward basis (Q2).

 As of the end of the
first quarter, while progress had been made, none of the workstreams above were complete. While the consolidated results of operations and other disclosures reported in the Company’s Quarterly Report on Form
10-Q for the three months ended March 31, 2023, (the “Q1 Form 10-Q”) were fairly stated in all material respects, certain internal financial information
presented on a BU or product level was not sufficiently precise and was pending completion of the

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workstreams outlined above and therefore, such internal financial information was not relied upon for assessing BU performance and making resource allocation decisions. For example, gross profit,
cost of sales, and gross margin information by product and by BU was not final because certain revenue streams had not been allocated to BUs during the first quarter. Certain
cost-of-sales expenditures, such as hosting expenses and capitalized software amortization, required further extensive and detailed analysis to allocate to BUs and
products with sufficient precision. The revenue reserves and credit allocations were not final leading to gross margin calculations being preliminary in the Company’s internal BU-specific reporting
packages. These allocations, once finalized, may have a material impact on the preliminary calculations of the gross profit and gross margin by product and BU. Similarly, progress made on the workstreams above during March was not recast into
January or February such that the months within the quarter were not comparable in the Company’s internal reporting.

 To reiterate,
while internal financial reporting on a BU or product level was not yet complete and sufficiently precise to use for performance assessment and to make resource allocation decisions, as of the end of the first quarter, all information presented on a
consolidated level and otherwise in the Q1 Form 10-Q was fairly stated in all material respects. Further, while a significant number of the workstreams necessary to produce sufficiently precise BU- or product-level discrete financial information remained incomplete as of the end of the first quarter, the Company is using reasonable best efforts to complete these workstreams during the second quarter and
currently expects to be able to provide segment disclosures for two reportable segments in the second quarter Form 10-Q.

Further Limitations on Internal Interim Financial Information

The financial information provided to members of management, including the CODM, as further described below, was provided on an ad hoc basis by
members of the finance team without the knowledge or involvement of the Company’s accounting team or in some instances its Chief Financial Officer. Furthermore, the information in the various reports, as described below, was known to be
preliminary, not yet reviewed by the Company’s accounting team, and lacking adjustments for all of the workstreams cited above, and therefore not sufficiently precise nor final to be used for performance assessment and resource allocations.
Similarly, the information in these reports was not subject to the Company’s internal control over financial reporting as it was derived outside of the Company’s financial statement close process. The reports do not represent the format
that was subsequently drafted for the Company’s newly designed CODM reporting package which is expected to commence in the second quarter of 2023, and the Company does not expect to present internal reporting packages in these formats again and
therefore such information will not be regularly reviewed. Between the Reorganization announcement date and March 31, 2023, the CODM continued to assess the Company’s performance based on achievement of the consolidated Company revenue and
non-GAAP profitability relative to the Company’s consolidated budget, which was then used to set the Company’s consolidated external guidance.

•
 the changes in your management structure, including the identity and role of each of your segment
managers, how your company is organized, and when such changes were effective;

 As part of the Reorganization,
effective March 1, 2023, the Board appointed Khozema Shipchandler as President, Twilio Communications (“Comms”); Elena Donio as President, Twilio Data & Applications (“TD&A”); and Aidan Viggiano as Chief
Financial Officer (Principal Accounting and Finance Officer) (“CFO”). The Company subsequently announced the resignation of Eyal Manor, the Company’s Chief Product Officer, effective February 28, 2023.

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 The BU Presidents are responsible for executing the business strategy within their BU and
are directly accountable for their respective BU’s performance under the oversight and direction of the CODM. In addition, the President of TD&A oversees the Company’s marketing function, and the President of Comms oversees information
technology (“IT”) and security. While marketing, IT, and security support the entire Company, these functions will report to the applicable BU President. The CFO oversees Company-wide functions such as accounting, tax, internal audit,
finance, treasury, and investor relations. The responsibilities of the former Chief Product Officer have been absorbed by various functions and respective BUs. Upon the Reorganization, the following leadership structure reported directly to and met
regularly with the CODM:

 Operating Group (“OG,” including the CEO):

•

 Aidan Viggiano, Chief Financial Officer

•

 Dana Wagner, Chief Legal Officer

•

 Khozema Shipchandler, President, Twilio Communications

•

 Elena Donio, President, Twilio Data & Applications

•

 Christy Lake, Chief People Officer

Other Direct Reports of the CEO:

•

 Mark Simms, Chief Technology Officer

•

 Ian Morich, Vice President, Chief of Staff to the CEO

Although the Company made various changes to its management structure, including the appointment of BU Presidents, it did not alter the
fundamental point that the Company, as of the end of the first quarter, did not have sufficiently precise and final discrete financial information available on a BU or product level that was regularly reviewed by the CODM. Any BU- or product-level information was preliminary and known internally to be subject to change as a result of the ongoing comprehensive accounting realignment process. The Company believes that this is consistent
with its segment conclusions for the first quarter of 2023.

•
 what the key operating decisions are, who makes them, and how resources are allocated and performance is
assessed within your business;

 In addition to the examples of key operating decisions highlighted in the
Company’s second SEC Comment Letter response dated March 8, 2023, (the Company strategy, financial plans and resource allocation, business acquisitions, and assessing performance and allocating resources), the following are additional key
operating decisions that are made by the CODM:

•

 Reorganization. The CODM, with approval from the Board, made the decision to reorganize the Company into
the BU operating model and leadership structure described above. As referenced earlier, during the second quarter of 2023, the Company expects to complete a new CODM reporting package that will provide sufficiently precise and final discrete
financial information at a BU level on a regular and consistent basis. Once this new reporting package becomes available, the CODM will rely on this information to assess the performance of each BU and make resource allocation decisions. Prior to
having that discrete financial information in place, the Company continued to operate as a single operating and reporting segment. The Company expects that the implementation of discrete financial information in the second quarter of 2023 will
change this conclusion.

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•

 Reductions in Force. The CODM made the decision, which was approved by the Board, to effectuate the 17%
reduction in force announced in the 2023 Form 8-K in support of the Company’s overall consolidated profit objectives. The Company assesses its performance against achievement of its consolidated non-GAAP profitability budget and targets, which formed the basis for its initial external guidance of $250-350 million in
non-GAAP income from operations. Performance against this target was accelerated as a result of this reduction in force.

•

 Significant Product Disposal,
End-of-Life, or End-of-Sale. The CODM makes decisions regar