5 unchanged sentences
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.
−Removed: 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.
+Added: 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 U.S generally accepted accounting principles.
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, 2020, 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, 2020.
−Removed: The Company acquired SendGrid, Inc.
−Removed: ("SendGrid") on February 1, 2019.
−Removed: Management excluded SendGrid from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 .
−Removed: 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 .
+Added: The Company acquired Segment.io, Inc.
+Added: ("Segment") on November 2, 2020.
+Added: Management excluded Segment from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.
+Added: Segment's total assets excluded from this assessment was $253.6 million, representing 3% of the Company’s consolidated total assets as of December 31, 2020, and Segment's total revenue of $ 23.0 million represented 1% of the Company’s consolidated revenue for the year ended December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 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
−Removed: 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.
+Added: On November 2, 2020, the Company acquired Segment.
+Added: As a result of this acquisition, the Company is reviewing the internal controls of Segment and is making appropriate changes as deemed necessary.
+Added: Except for the changes in internal controls related to Segment, 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, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(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.
−Removed: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
−Removed: the control system are met.
+Added: 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.
30 unchanged sentences
EXHIBIT INDEX
−Removed: Incorporated by Reference
+Added: Number Incorporated by Reference
+Added: Description Form File No.
+Added: Exhibit Filing Date
2.1+ Agreement and Plan of Merger and 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
−Removed: October 16, 2018
+Added: 8-K 011-37806 2.1 October 16, 2018
2.2 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
−Removed: March 1, 2019
+Added: 10-K 001-37806 2.2 March 1, 2019
+Added: 2.3 Agreement and Plan of Reorganization, dated October 12, 2020, by and among Twilio Inc., a Delaware corporation, Scorpio Merger Sub, Inc., a Delaware corporation, Segment,io, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company
+Added: 2.1 November 5, 2020
3.1 Amended and Restated Certificate of Incorporation of Twilio Inc.
−Removed: June 13, 2016
−Removed: Amended and Restated Bylaws of Twilio Inc.
−Removed: June 13, 2016
+Added: S-1A 333-211634 3.1 June 13, 2016
+Added: 3.2 Second Amended and Restated Bylaws of Twilio Inc.
+Added: 10-Q 001-37806 3.1 August 4, 2020
4.1 Form of Class A Common Stock Certificate of Twilio Inc.
+Added: S-1 333-211634 4.1 May 26, 2016
4.2 Amended and Restated Investors' Rights Agreement, dated April 24, 2015, between Twilio Inc.
and certain of its stockholders
+Added: S-1 333-211634 4.2 May 26, 2016
4.3 Indenture, dated as of May 17, 2018, between Twilio Inc.
and Wilmington Trust, National Association, as trustee
+Added: 8-K 001-37806 4.1 May 18, 2018
4.4 Form of 0.25% Convertible Senior Notes due 2023 (included in Exhibit 4.3)
+Added: 8-K 001-37806 4.2 May 18, 2018
4.5 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
1 unchanged sentence
10.1* Form of Indemnification Agreement
−Removed: June 13, 2016
−Removed: 2008 Stock Option Plan, as amended and restated, and forms of Stock Option Agreement and form of Stock Option Grant Notice
+Added: Filed herewith
+Added: Amended and Restated 2008 Stock Option Plan and forms of Stock Option Agreement and form of Stock Option Grant Notice
+Added: Filed herewith
Amended and Restated 2016 Stock Option and Incentive Plan, and forms of Agreements thereunder
Filed herewith
+Added: 10.4* Twilio Inc.
2019 France Sub-Plan to the 2016 Stock Option and Incentive Plan
−Removed: October 31, 2019
+Added: 10-Q 001-37806 10.2 October 31, 2019
+Added: 10.5* Segment.io, Inc.
+Added: Fifth Amended and Restated 2013 Stock Option and Grant Plan and related form agreements
+Added: Filed herewith
+Added: 10.6* SendGrid, Inc.
+Added: Amended and Restated 2012 Equity Incentive Plan
+Added: Filed herewith
+Added: 10.7* SendGrid, Inc.
+Added: Amended and Restated 2017 Equity Incentive Plan
+Added: Filed herewith
+Added: 10.8* Twilio Inc.
Amended and Restated 2016 Employee Stock Purchase Plan
−Removed: October 31, 2019
+Added: 10-Q 001-37806 10.1 October 31, 2019
10.9 Office Lease, dated January 8, 2016, as amended January 8, 2016, between Twilio Inc.
and Bay Area Headquarters Authority
+Added: S-1 333-211634 10.6 May 26, 2016
10.10 Sublease, dated as of August 30, 2018, by and between Salesforce.com, Inc.
and Twilio Inc.
−Removed: November 8, 2018
+Added: 10-Q 001-37806 10.1 November 8, 2018
10.11 Consent to Sublease Agreement, dated as of September 25, 2018, by and among Hudson Rincon Center, LLC, Salesforce.com Inc.
and Twilio Inc.
−Removed: November 8, 2018
+Added: 10-Q 001-37806 10.2 November 8, 2018
10.12* Offer letter with George Hu, dated February 28, 2017
−Removed: March 3, 2017
+Added: 8-K 001-37806 10.1 March 3, 2017
10.13* Offer letter with Khozema Shipchandler, dated August 20, 2018
−Removed: October 25, 2018
+Added: 8-K 001-37806 10.1 October 25, 2018
10.14* Chief Executive Officer Severance Plan dated March 28, 2018 and form of participation letter
+Added: 10-Q 001-37806 10.1 May 10, 2018
10.15* Key Executive Severance Plan, dated March 28, 2018 and form of participation letter
+Added: 10-Q 001-37806 10.2 May 10, 2018
10.16 Form of Capped Call Confirmation
+Added: 8-K 001-37806 10.1 May 18, 2018
21.1 List of subsidiaries of the Registrant
9 unchanged sentences
Furnished herewith
−Removed: 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
−Removed: Filed herewith
−Removed: Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.INS 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 Filed herewith
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document.
Filed herewith
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Filed herewith
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
Filed herewith
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document.
Filed herewith
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Filed herewith
7 unchanged sentences
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.
−Removed: March 2, 2020
−Removed: /s/ JEFFREY LAWSON
−Removed: Jeffrey Lawson
+Added: February 25, 2021 /s/ JEFF LAWSON
Director and Chief Executive Officer (Principal Executive Officer)
−Removed: March 2, 2020
−Removed: /s/ KHOZEMA SHIPCHANDLER
−Removed: Khozema Shipchandler
+Added: February 25, 2021 /s/ KHOZEMA Z.
Chief Financial Officer (Principal Accounting and Financial Officer)
−Removed: March 2, 2020
−Removed: /s/ RICHARD DALZELL
−Removed: Richard Dalzell
−Removed: March 2, 2020
−Removed: /s/ BYRON DEETER
−Removed: March 2, 2020
−Removed: /s/ ELENA DONIO
−Removed: March 2, 2020
−Removed: March 2, 2020
−Removed: /s/ JEFFREY EPSTEIN
+Added: February 25, 2021 /s/ RICHARD L.
+Added: February 25, 2021 /s/ BYRON B.
+Added: February 25, 2021 /s/ ELENA A.
+Added: February 25, 2021 /s/ DONNA L.
+Added: February 25, 2021 /s/ JEFFREY EPSTEIN
Jeffrey Epstein
−Removed: March 2, 2020
−Removed: /s/ JEFFREY IMMELT
−Removed: Jeffrey Immelt
−Removed: March 2, 2020
−Removed: /s/ ERIKA ROTTENBERG
+Added: February 25, 2021 /s/ JEFFREY R.
+Added: February 25, 2021 /s/ DEVAL L.
+Added: February 25, 2021 /s/ ERIKA ROTTENBERG
Erika Rottenberg
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.