TWILIO INC 10-Q

Item 1. Financial Statements TWILIO INC. Condensed Consolidated Balance Sheets (Unaudited) As of September 30, As of December 31, 2025 2024 (In thousands) ASSETS Current assets: Cash and cash equivalents $ 734,843 $ 421,297 Short-term marketable securities 1,724,068 1,963,102 Accounts receivable, net 613,120 588,540 Prepaid expenses and other current assets 405,295 474,360 Total current assets 3,477,326 3,447,299 Property and equipment, net 175,702 191,042 Operating right-of-use assets 46,944 53,405 Equity method investment 413,030 485,835 Intangible assets, net 157,353 238,503 Goodwill 5,243,266 5,243,266 Other long-term assets 198,698 206,122 Total assets $ 9,712,319 $ 9,865,472 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 40,321 $ 100,169 Accrued expenses and other current liabilities 507,815 530,686 Deferred revenue and customer deposits 159,165 155,680 Operating lease liability, current 34,987 33,685 Total current liabilities 742,288 820,220 Operating lease liability, noncurrent 68,000 85,875 Long-term debt, net 991,856 990,587 Other long-term liabilities 14,886 15,824 Total liabilities 1,817,030 1,912,506 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock — — Class A common stock 152 153 Additional paid-in capital 15,971,163 15,476,124 Accumulated other comprehensive income (loss) 22,606 ( 1,301 ) Accumulated deficit ( 8,098,632 ) ( 7,522,010 ) Total stockholders’ equity 7,895,289 7,952,966 Total liabilities and stockholders’ equity $ 9,712,319 $ 9,865,472 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents TWILIO INC. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (In thousands, except share and per share amounts) Revenue $ 1,300,402 $ 1,133,649 $ 3,701,290 $ 3,263,201 Cost of revenue 668,325 555,020 1,884,906 1,584,686 Gross profit 632,077 578,629 1,816,384 1,678,515 Operating expenses: Research and development 262,311 261,511 760,101 764,753 Sales and marketing 220,627 215,560 653,464 647,888 General and administrative 108,191 106,452 301,800 333,309 Total operating expenses 591,129 583,523 1,715,365 1,745,950 Income (loss) from operations 40,948 ( 4,894 ) 101,019 ( 67,435 ) Other (expenses) income, net: Share of losses from equity method investment ( 27,506 ) ( 25,279 ) ( 72,199 ) ( 78,794 ) Other income, net 19,242 26,522 64,040 71,174 Total other (expenses) income, net ( 8,264 ) 1,243 ( 8,159 ) ( 7,620 ) Income (loss) before benefit from (provision for) income taxes 32,684 ( 3,651 ) 92,860 ( 75,055 ) Benefit from (provision for) income taxes 4,564 ( 6,075 ) ( 13,172 ) ( 21,878 ) Net income (loss) attributable to common stockholders $ 37,248 $ ( 9,726 ) $ 79,688 $ ( 96,933 ) Net income (loss) per share attributable to common stockholders: Basic $ 0.24 $ ( 0.06 ) $ 0.52 $ ( 0.57 ) Diluted $ 0.23 $ ( 0.06 ) $ 0.50 $ ( 0.57 ) Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: Basic 153,119,639 159,091,110 153,211,538 170,063,452 Diluted 159,209,951 159,091,110 160,212,338 170,063,452 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents TWILIO INC. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (In thousands) Net income (loss) $ 37,248 $ ( 9,726 ) $ 79,688 $ ( 96,933 ) Other comprehensive (loss) income: Unrealized gain on marketable securities 1,999 29,317 5,941 22,303 Net change in market value of effective foreign currency forward exchange contracts ( 5,634 ) 6,613 18,573 1,285 Share of other comprehensive income (loss) from equity method investment 1,525 ( 864 ) ( 607 ) 188 Total other comprehensive (loss) income ( 2,110 ) 35,066 23,907 23,776 Comprehensive income (loss) attributable to common stockholders $ 35,138 $ 25,340 $ 103,595 $ ( 73,157 ) See accompanying notes to condensed consolidated financial statements. 5 Table of Contents TWILIO INC. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Three Months Ended September 30, 2025 Common Stock Class A Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders' Equity Shares Amount (In thousands, except share amounts) Balance as of June 30, 2025 153,576,158 $ 154 $ 15,805,141 $ 24,716 $ ( 7,786,089 ) $ 8,043,922 Net income — — — — 37,248 37,248 Exercises of vested stock options 27,071 — 373 — — 373 Vesting of restricted stock units 1,832,097 2 ( 2 ) — — — Value of equity awards withheld for tax liability ( 581 ) — ( 75 ) — — ( 75 ) Shares of Class A common stock issued and donated to charity 22,102 — 2,105 — — 2,105 Unrealized gain on marketable securities — — — 1,999 — 1,999 Repurchases of shares of Class A common stock including related costs ( 3,389,028 ) ( 4 ) — — ( 349,791 ) ( 349,795 ) Net change in market value of effective foreign currency forward exchange contracts — — — ( 5,634 ) — ( 5,634 ) Share of other comprehensive income from equity method investment — — — 1,525 — 1,525 Stock-based compensation — — 163,621 — — 163,621 Balance as of September 30, 2025 152,067,819 $ 152 $ 15,971,163 $ 22,606 $ ( 8,098,632 ) $ 7,895,289 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents TWILIO INC. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Nine Months Ended September 30, 2025 Common Stock Class A Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders' Equity Shares Amount (In thousands, except share amounts) Balance as of December 31, 2024 152,610,697 $ 153 $ 15,476,124 $ ( 1,301 ) $ ( 7,522,010 ) $ 7,952,966 Net income — — — — 79,688 79,688 Exercises of vested stock options 384,295 — 5,523 — — 5,523 Vesting of restricted stock units 5,175,927 6 ( 6 ) — — — Value of equity awards withheld for tax liability ( 1,665 ) — ( 213 ) — — ( 213 ) Shares issued under ESPP 253,298 — 20,757 — — 20,757 Shares of Class A common stock issued and donated to charity 66,306 — 7,118 — — 7,118 Unrealized gain on marketable securities — — — 5,941 — 5,941 Repurchases of shares of Class A common stock including related costs ( 6,421,039 ) ( 7 ) — — ( 656,310 ) ( 656,317 ) Net change in market value of effective foreign currency forward exchange contracts — — — 18,573 — 18,573 Share of other comprehensive loss from equity method investment — — — ( 607 ) — ( 607 ) Stock-based compensation — — 461,860 — — 461,860 Balance as of September 30, 2025 152,067,819 $ 152 $ 15,971,163 $ 22,606 $ ( 8,098,632 ) $ 7,895,289 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents TWILIO INC. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Three Months Ended September 30, 2024 Common Stock Class A Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders' Equity Shares Amount (In thousands, except share amounts) Balance as of June 30, 2024 164,150,089 $ 164 $ 15,136,786 $ ( 10,671 ) $ ( 6,446,806 ) $ 8,679,473 Net loss — — — — ( 9,726 ) ( 9,726 ) Exercises of vested stock options 43,562 — 969 — — 969 Vesting of restricted stock units 1,813,439 2 ( 2 ) — — — Value of equity awards withheld for tax liability ( 302 ) — ( 18 ) — — ( 18 ) Shares of Class A common stock issued and donated to charity 22,102 — 1,301 — — 1,301 Unrealized gain on marketable securities — — — 29,317 — 29,317 Repurchases of shares of Class A common stock including related costs ( 10,642,581 ) ( 11 ) — — ( 638,330 ) ( 638,341 ) Net change in market value of effective foreign currency forward exchange contracts — — — 6,613 — 6,613 Share of other comprehensive loss from equity method investment — — — ( 864 ) — ( 864 ) Stock-based compensation — — 160,143 — — 160,143 Balance as of September 30, 2024 155,386,309 $ 155 $ 15,299,179 $ 24,395 $ ( 7,094,862 ) $ 8,228,867 See accompanying notes to condensed consolidated financial statements. 8 Table of Contents TWILIO INC. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Nine Months Ended September 30, 2024 Common Stock Class A Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders' Equity Shares Amount (In thousands, except share amounts) Balance as of December 31, 2023 181,945,771 $ 182 $ 14,797,723 $ 619 $ ( 5,065,972 ) $ 9,732,552 Net loss — — — — ( 96,933 ) ( 96,933 ) Exercises of vested stock options 114,995 — 2,068 — — 2,068 Vesting of restricted stock units 4,893,903 5 ( 5 ) — — — Value of equity awards withheld for tax liability ( 27,839 ) — ( 1,981 ) — — ( 1,981 ) Shares issued under ESPP 394,479 — 20,601 — — 20,601 Shares of Class A common stock issued and donated to charity 66,306 — 3,911 — — 3,911 Shares returned from escrow ( 696 ) — ( 192 ) — — ( 192 ) Unrealized gain on marketable securities — — — 22,303 — 22,303 Repurchases of shares of Class A common stock including related costs ( 32,000,610 ) ( 32 ) — — ( 1,931,957 ) ( 1,931,989 ) Net change in market value of effective foreign currency forward exchange contracts — — — 1,285 — 1,285 Share of other comprehensive income from equity method investment — — — 188 — 188 Stock-based compensation — — 477,054 — — 477,054 Balance as of September 30, 2024 155,386,309 $ 155 $ 15,299,179 $ 24,395 $ ( 7,094,862 ) $ 8,228,867 See accompanying notes to condensed consolidated financial statements. 9 Table of Contents TWILIO INC . Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: (In thousands) Net income (loss) $ 79,688 $ ( 96,933 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 147,901 156,170 Non-cash reduction to the right-of-use asset 16,634 14,157 Net amortization of investment premium and discount ( 11,473 ) ( 18,100 ) Stock-based compensation 446,693 460,824 Amortization of deferred commissions 56,895 56,984 Provision for doubtful accounts 6,361 18,123 Value of shares of Class A common stock issued and donated to charity 7,118 3,911 Share of losses from equity method investment 72,199 78,794 Other adjustments 6,846 7,873 Changes in operating assets and liabilities: Accounts receivable ( 30,942 ) ( 12,646 ) Prepaid expenses and other current assets 77,596 33,590 Other long-term assets ( 64,259 ) ( 19,443 ) Accounts payable ( 59,798 ) ( 49,256 ) Accrued expenses and other current liabilities 3,939 16,035 Deferred revenue and customer deposits 3,484 ( 5,748 ) Operating lease liabilities ( 26,868 ) ( 35,391 ) Other long-term liabilities ( 325 ) ( 1,149 ) Net cash provided by operating activities 731,689 607,795 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities and other investments ( 780,234 ) ( 739,721 ) Proceeds from sales and maturities of marketable securities 1,043,977 2,025,267 Capitalized software development costs ( 37,964 ) ( 40,259 ) Purchases of long-lived and intangible assets ( 4,402 ) ( 3,548 ) Net cash provided by investing activities 221,377 1,241,739 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on finance leases ( 5,255 ) ( 10,208 ) Value of equity awards withheld for tax liabilities ( 213 ) ( 1,981 ) Repurchases of shares of Class A common stock and related costs ( 670,472 ) ( 1,914,282 ) Proceeds from exercises of stock options and shares of Class A common stock issued under ESPP 26,280 22,669 Net cash used in financing activities ( 649,660 ) ( 1,903,802 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 303,406 ( 54,268 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 431,437 655,931 CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period $ 734,843 $ 601,663 Cash paid for income taxes, net $ 15,947 $ 25,225 Cash paid for interest $ 37,571 $ 37,842 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS Cash and cash equivalents $ 734,843 $ 583,969 Restricted cash in other current assets — 7,554 Restricted cash in other long-term assets — 10,140 Total cash, cash equivalents and restricted cash $ 734,843 $ 601,663 See accompanying notes to condensed consolidated financial statements. 10 Table of Contents TWILIO INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Description of Business Twilio Inc. (the “Company”) was incorporated in the state of Delaware on March 13, 2008. Today's leading companies trust Twilio's Customer Engagement Platform to build direct, personalized relationships with their customers everywhere in the world. Twilio enables companies to use communications and data to add intelligence and security to every step of their customers’ journey, from sales to marketing to growth, customer service and many more engagement use cases in a flexible, programmatic way. The Company’s headquarters are located in San Francisco, California, and the Company has subsidiaries across North America, South America, Europe, Asia and Australia. 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025 (“Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2024, included herein, was derived from the audited financial statements as of that date, but may not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2025 or any future period. (b) Principles of Consolidation The unaudited condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue allowances and sales credit reserves; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair value of acquired intangible assets and goodwill; accruals and contingencies. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments, therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. (d) Remaining Performance Obligations Revenue allocated to remaining performance obligations for contracts with durations of more than one year was $ 168.7 million as of September 30, 2025, of which 64 % is expected to be recognized over the next 12 months and 95 % is expected to be recognized over the next 24 months. 11 Table of Contents (e) Deferred Revenue and Customer Deposits As of September 30, 2025, and December 31, 2024, the Company recorded $ 159.2 million and $ 155.7 million as its deferred revenue and customer deposits, respectively, that are included in deferred revenue and customer deposits and other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. During the three months ended September 30, 2025 and 2024, the Company recognized $ 20.6 million and $ 16.3 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year. During the nine months ended September 30, 2025 and 2024, the Company recognized $ 125.8 million and $ 113.7 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year. (f) Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. The Company maintains cash, restricted cash, cash equivalents and marketable securities with financial institutions. Certain balances held by such financial institutions exceed insured limits. The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customer deteriorates substantially, operating results could be adversely affected. To reduce credit risk, management performs credit evaluations of the financial condition of significant customers and periodic re-evaluations, as needed, of existing customers. The Company does not require collateral from its credit customers and maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. As of September 30, 2025, and December 31, 2024, the allowance for doubtful accounts was $ 21.5 million and $ 27.5 million, respectively, and is recorded in accounts receivable, net, in the accompanying unaudited condensed consolidated balance sheets. In the three and nine months ended September 30, 2025 and 2024, no customer organization accounted for more than 10% of the Company’s total revenue. As of September 30, 2025, and December 31, 2024, no customer organization represented more than 10% of the Company’s gross accounts receivable. (g) Recently Issued Accounting Guidance, Not yet Adopted In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modernizes the accounting for internal-use software by replacing the previous stage-based model and aligning the capitalization process with current development practices, especially agile and iterative methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach. Early adoption is permitted. The Company expects to adopt this ASU on its effective date. The Company is in process of evaluating the impact of the adoption of this ASU on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “ Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. Early adoption is permitted. The Company expects to adopt this ASU on its effective date. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax related disclosures. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and may be applied on a prospective basis. Early adoption is permitted. The Company expects to adopt this ASU on its effective date. The Company is in process of evaluating the impact of this ASU on its consolidated financial statements. 12 Table of Contents 3. Fair Value Measurements Financial Assets The following tables provide the financial assets measured at fair value on a recurring basis: Amortized Cost or Carrying Value Gross Unrealized Gains Gross Unrealized Losses Less Than 12 Months Gross Unrealized Losses More Than 12 Months Fair Value Hierarchy as of September 30, 2025 Aggregate Fair Value Level 1 Level 2 Level 3 Financial Assets: (In thousands) Cash and cash equivalents: Money market funds $ 443,814 $ — $ — $ — $ 443,814 $ — $ — $ 443,814 Commercial paper 65,711 — — — — 65,711 — 65,711 U.S. Treasury bills 9,993 — — — 9,993 — — 9,993 Total included in cash and cash equivalents 519,518 — — — 453,807 65,711 — 519,518 Marketable securities: Debt securities: U.S. Treasury securities 250,121 1,206 — — 251,327 — — 251,327 Corporate debt securities and commercial paper 1,460,402 9,998 ( 75 ) ( 5 ) — 1,470,321 — 1,470,321 Total debt securities 1,710,523 11,204 ( 75 ) ( 5 ) 251,327 1,470,321 — 1,721,648 Equity securities 2,420 — — — 2,420 — — 2,420 Total marketable securities 1,712,943 11,204 ( 75 ) ( 5 ) 253,747 1,470,321 — 1,724,068 Total financial assets $ 2,232,461 $ 11,204 $ ( 75 ) $ ( 5 ) $ 707,554 $ 1,536,032 $ — $ 2,243,586 Amortized Cost or Carrying Value Gross Unrealized Gains Gross Unrealized Losses Less Than 12 Months Gross Unrealized Losses More Than 12 Months Fair Value Hierarchy as of December 31, 2024 Aggregate Fair Value Level 1 Level 2 Level 3 Financial Assets: (In thousands) Cash and cash equivalents: Money market funds $ 207,323 $ — $ — $ — $ 207,323 $ — $ — $ 207,323 Commercial paper 15,059 — — — 15,059 15,059 U.S. Treasury bills 2,748 — — — 2,748 — — 2,748 Total included in cash and cash equivalents 225,130 — — — 210,071 15,059 — 225,130 Marketable securities: Debt securities: U.S. Treasury securities 379,846 1,243 ( 296 ) ( 55 ) 380,738 — — 380,738 Non-U.S. government securities 2,909 27 — — 2,936 — — 2,936 Corporate debt securities and commercial paper 1,571,944 6,415 ( 1,594 ) ( 557 ) 16,890 1,559,318 — 1,576,208 Total debt securities 1,954,699 7,685 ( 1,890 ) ( 612 ) 400,564 1,559,318 — 1,959,882 Equity securities 3,220 — — — 3,220 — — 3,220 Total marketable securities 1,957,919 7,685 ( 1,890 ) ( 612 ) 403,784 1,559,318 — 1,963,102 Total financial assets $ 2,183,049 $ 7,685 $ ( 1,890 ) $ ( 612 ) $ 613,855 $ 1,574,377 $ — $ 2,188,232 13 Table of Contents Debt Securities The Company’s primary objective when investing excess cash is preservation of capital, hence the Company’s debt securities primarily consist of U.S. Treasury securities, non-U.S government securities, high credit quality corporate debt securities and commercial paper. Because the Company views its debt securities as available to support current operations, it has classified all available for sale securities as short-term. Interest earned on debt securities was $ 16.3 million and $ 53.2 million in the three and nine months ended September 30, 2025, respectively, and $ 20.1 million and $ 70.7 million in the three and nine months ended September 30, 2024, respectively. The interest is recorded as other (expenses) income, net, in the accompanying unaudited condensed consolidated statements of operations. The following table summarizes the contractual maturities of debt securities: As of September 30, As of December 31, 2025 2024 Amortized Cost Aggregate Fair Value Amortized Cost Aggregate Fair Value Financial Assets: (In thousands) Less than one year $ 588,630 $ 591,492 $ 684,294 $ 685,091 One to three years 1,121,893 1,130,156 1,270,405 1,274,791 Total $ 1,710,523 $ 1,721,648 $ 1,954,699 $ 1,959,882 Strategic Investments As of September 30, 2025 and December 31, 2024, the Company held strategic investments with a carrying value of $ 20.3 million and $ 23.5 million, respectively, recorded as other long-term assets in the accompanying unaudited condensed consolidated balance sheets. There were no significant impairments or adjustments recorded in the three and nine months ended September 30, 2025 and 2024 related to these securities. Financial Liabilities The Company’s financial liabilities that are measured at fair value on a recurring basis consist of foreign currency derivative liabilities and are classified as Level 2 financial instruments in the fair value hierarchy. As of September 30, 2025 and December 31, 2024, the aggregate fair value of these liabilities and the associated unrealized losses were not significant. The Company’s financial liabilities that are not measured at fair value on a recurring basis are its Senior Notes due 2029 (“2029 Notes”) and its Senior Notes due 2031 (“2031 Notes”). As of September 30, 2025, the fair values of the 2029 Notes and 2031 Notes were $ 477.3 million and $ 471.1 million, respectively. As of December 31, 2024, the fair values of the 2029 Notes and 2031 Notes were $ 464.9 million and $ 453.9 million, respectively. 14 Table of Contents 4. Property and Equipment Property and equipment consist of the following: As of September 30, As of December 31, 2025 2024 (In thousands) Capitalized internal-use software developments costs $ 403,724 $ 357,334 Data center equipment (1) 27,468 63,672 Leasehold improvements 61,973 78,104 Office equipment 45,880 50,659 Furniture and fixtures 10,371 12,618 Software 13,110 14,143 Total property and equipment 562,526 576,530 Less: accumulated depreciation and amortization (1) ( 386,824 ) ( 385,488 ) Total property and equipment, net $ 175,702 $ 191,042 ____________________________________ ( 1 ) Data center equipment includes $ 1.4 million and $ 33.5 million in assets held under finance leases as of September 30, 2025, and December 31, 2024, respectively. Accumulated depreciation and amortization includes $ 1.4 million and $ 28.6 million of accumulated depreciation for assets held under finance leases as of September 30, 2025, and December 31, 2024, respectively. Depreciation and amortization expense was $ 21.1 million and $ 22.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 65.2 million and $ 70.0 million in the nine months ended September 30, 2025 and 2024, respectively. The Company capitalized $ 19.3 million and $ 20.0 million in internal‑use software development costs in the three months ended September 30, 2025 and 2024, respectively, and $ 53.1 million and $ 56.5 million in the nine months ended September 30, 2025 and 2024, respectively. 5. Reorganization and Segment Reporting As previously announced, on January 1, 2025, the Company realigned its organizational structure into a functional support model by dissolving its existing business unit components. Despite the change in the organizational structure, until the end of the second quarter of 2025, the Company had two operating and reportable segments based on the manner in which the Company’s Chief Executive Officer, who is also its Chief Operating Decision Maker ("CODM"), reviewed financial information for purposes of assessing business performance and allocating resources. In the third quarter of 2025, the presentation of the financial information reviewed by the CODM was modified to reflect the change in the organizational structure. In conjunction with this change, the Company reevaluated its segment structure and concluded that as of September 30, 2025, it had one operating and reportable segment. Effective September 30, 2025, the financial information of the Company regularly provided to the CODM was on a consolidated level and consolidated net income was its measure of profitability. This measure of profitability is used by the CODM to allocate resources and assess performance of the Company by comparing its actual results to the comparable results in prior periods and to any internally or externally set expectations. The consolidated financial information provided to the CODM, including significant expenses, is presented in a manner consistent with the information already disclosed in the accompanying unaudited condensed consolidated financial statements and the notes thereof. 6. Derivatives and Hedging As of September 30, 2025, the Company had outstanding foreign currency forward contracts designated as cash flow hedges with a total sell notional value of $ 340.7 million. The notional value represents the amount that will be sold upon maturity of the forward contract. As of September 30, 2025, these contracts had maturities of up to seventeen months . Gains and losses associated with these foreign currency forward contracts were not significant. The Company is subject to master netting agreements with certain counterparties of the foreign exchange contracts, under which it is permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is the Company’s policy to present the derivatives at gross in its unaudited condensed consolidated balance sheets. The 15 Table of Contents Company’s foreign currency forward contracts are not subject to any credit contingent features or collateral requirements. The Company manages its exposure to counterparty risk by entering into contracts with a diversified group of major financial institutions and by actively monitoring its outstanding positions. As of September 30, 2025, the Company did not have any offsetting arrangements. 7. Goodwill and Intangible Assets Goodwill In connection with the change in the Company’s operating segment structure, as described in Note 5, the Company reevaluated its reporting unit structure and concluded that as of September 30, 2025, it had one reporting unit. The Company performed goodwill impairment assessments for each reporting unit immediately before and immediately after the change and concluded that goodwill was not impaired. As of September 30, 2025, and December 31, 2024, the balance of goodwill was $ 5.2 billion. There was no goodwill activity during the nine months ended September 30, 2025. Intangible assets Intangible assets consist of the following: As of September 30, 2025 Cost Accumulated Amortization Net Amortizable intangible assets: (In thousands) Developed technology $ 388,341 $ ( 345,975 ) $ 42,366 Customer relationships 348,314 ( 248,993 ) 99,321 Supplier relationships 49,756 ( 42,173 ) 7,583 Trade names 25,968 ( 25,825 ) 143 Patent 3,968 ( 1,243 ) 2,725 Total amortizable intangible assets 816,347 ( 664,209 ) 152,138 Non-amortizable intangible assets: Telecommunication licenses 4,920 — 4,920 Trademarks and other 295 — 295 Total $ 821,562 $ ( 664,209 ) $ 157,353 As of December 31, 2024 Cost Accumulated Amortization Net Amortizable intangible assets: (In thousands) Developed technology $ 388,341 $ ( 306,063 ) $ 82,278 Customer relationships 348,314 ( 215,523 ) 132,791 Supplier relationships 49,756 ( 35,363 ) 14,393 Trade names 25,968 ( 25,014 ) 954 Patent 3,968 ( 1,096 ) 2,872 Total amortizable intangible assets 816,347 ( 583,059 ) 233,288 Non-amortizable intangible assets: Telecommunication licenses 4,920 — 4,920 Trademarks and other 295 — 295 Total $ 821,562 $ ( 583,059 ) $ 238,503 Amortization expense was $ 26.9 million and $ 27.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 81.2 million and $ 84.7 million for the nine months ended September 30, 2025 and 2024, respectively. 16 Table of Contents Total estimated future amortization expense is as follows: As of September 30, 2025 Year Ended December 31, (In thousands) 2025 (remaining three months) $ 26,712 2026 42,149 2027 25,330 2028 19,055 2029 14,970 Thereafter 23,922 Total $ 152,138 8. Balance Sheet Components Prepaid expenses and other current assets consist of the following: As of September 30, As of December 31, 2025 2024 (In thousands) Prepaid expenses $ 280,600 $ 333,911 Other current assets 124,695 140,449 Total prepaid expenses and other current assets $ 405,295 $ 474,360 Accrued expenses and other current liabilities consist of the following: As of September 30, As of December 31, 2025 2024 (In thousands) Accrued payroll and related liabilities $ 67,931 $ 76,708 Company-wide bonus program liability 95,534 109,776 Accrued sales bonus and commissions 16,653 21,585 Accrued cost of revenue 202,220 173,739 Sales and other taxes payable 67,893 79,731 ESPP contributions 12,445 5,745 Accrued other expense 45,139 63,402 Total accrued expenses and other current liabilities $ 507,815 $ 530,686 17 Table of Contents 9. Long-Term Debt Long-term debt, net, consists of the following: As of September 30, As of December 31, 2025 2024 (In thousands) 2029 Senior Notes Principal $ 500,000 $ 500,000 Unamortized discount ( 2,932 ) ( 3,518 ) Unamortized issuance costs ( 660 ) ( 792 ) Net carrying amount 496,408 495,690 2031 Senior Notes Principal 500,000 500,000 Unamortized discount ( 3,716 ) ( 4,166 ) Unamortized issuance costs ( 836 ) ( 937 ) Net carrying amount 495,448 494,897 Total long-term debt, net $ 991,856 $ 990,587 As of September 30, 2025, the Company was in compliance with all of its covenants under the related indentures. 10. Revenue by Geographic Area Revenue by geographic area is based on the IP address or the mailing address of the customer at the time of registration. The following table sets forth revenue by geographic area: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue by geographic area: (In thousands) United States $ 830,665 $ 734,874 $ 2,367,079 $ 2,127,852 International 469,737 398,775 1,334,211 1,135,349 Total $ 1,300,402 $ 1,133,649 $ 3,701,290 $ 3,263,201 Percentage of revenue by geographic area: United States 64 % 65 % 64 % 65 % International 36 % 35 % 36 % 35 % 11. Commitments and Contingencies (a) Lease and Other Commitments The Company leases its facilities under various non-cancelable operating lease agreements. In the three and nine months ended September 30, 2025, the Company did not enter into any significant new lease agreements. The Company has non-cancelable contractual commitments with its cloud infrastructure provider, network service providers and other vendors. In the three and nine months ended September 30, 2025, the Company entered into several new agreements with terms up to three years for a total purchase commitment of $ 40.8 million and $ 80.7 million, respectively. 18 Table of Contents (b) Legal Matters From time to time, the Company may be subject to legal actions, claims, and government investigations or inquiries arising in the ordinary course of business. These matters may include, but are not limited to, matters involving privacy, data protection, data security, intellectual property, competition, telecommunications, consumer protection, taxation, securities, employment and contractual rights. While the Company currently believes that the final outcomes of these matters will not have a material adverse effect on its business, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company accrues for contingencies associated with legal matters when it believes that a loss is probable and that it can be reasonably estimated. To the extent there is a reasonable possibility that a loss may be incurred that is in excess of amounts already recognized and such additional loss amount may be material, the Company either discloses the estimated additional loss amount or states that such an estimate cannot be made. Significant judgment is required to determine the probability of a loss and to estimate the amount of any probable loss. Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. (c) Indemnification Agreements In the ordinary course of business and in connection with its financing and business combination transactions, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to business partners, customers and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties and other liabilities relating to or arising from the Company’s products or its acts or omissions. The Company has also signed indemnification agreements with all of its board members and executive officers and certain employees that may require the Company to indemnify them for certain events in connection with their services to the Company or its direct or indirect subsidiaries. As of September 30, 2025, and December 31, 2024, no amounts were accrued related to any outstanding indemnification agreements. (d) Other Taxes The Company conducts operations in many tax jurisdictions within and outside the United States. In many of these jurisdictions, non-income-based taxes, such as sales, use, telecommunications and other local taxes are assessed on the Company’s operations. The Company carries reserves for certain of its non-income-based tax exposures in certain jurisdictions when it is both probable that a liability was incurred and the amount of the exposure can be reasonably estimated. These reserves are based on estimates which include several key assumptions including, but not limited to, the taxability of the Company’s services, the jurisdictions in which management believes it had nexus and the sourcing of revenues to those jurisdictions. The Company continues to remain in discussions with certain jurisdictions regarding its prior sales and other taxes that it may owe. In the event any of these jurisdictions disagree with management’s assumptions and analysis, the assessment of the Company’s tax exposure could differ materially from management’s current estimates. As of September 30, 2025, the liabilities accrued for non-income-based taxes were $ 20.8 million for domestic jurisdictions and $ 23.0 million for jurisdictions outside of the United States. As of December 31, 2024, these liabilities were $ 19.3 million and $ 22.0 million, respectively. 12. Stockholders' Equity Preferred Stock As of September 30, 2025, and December 31, 2024, the Company had authorized 100,000,000 shares of preferred stock, par value $ 0.001 per share, of which no shares were issued and outstanding. 19 Table of Contents Common Stock As of September 30, 2025 and December 31, 2024, the Company had authorized 1,000,000,000 shares of Class A common stock, par value $ 0.001 per share. As of September 30, 2025 and December 31, 2024, the Company had authorized 0 and 3,170,181 shares of Class B common stock, par value $ 0.001 per share, respectively. As of September 30, 2025 and December 31, 2024, 152,067,819 and 152,610,697 shares of Class A common stock were issued and outstanding, respectively, and no shares of Class B common stock were issued and outstanding. The Company had reserved shares of common stock for issuance as follows: As of September 30, As of December 31, 2025 2024 Stock options issued and outstanding 937,881 1,322,176 Unvested restricted stock units issued and outstanding 15,271,110 18,386,271 Shares of Class A common stock reserved for Twilio.org 287,327 353,633 Stock-based awards available for grant under 2016 Plan 28,721,606 23,292,678 Shares of Class A common stock reserved for issuance pursuant to ESPP 10,982,134 9,709,326 Total 56,200,058 53,064,084 Share Repurchase Program In January 2025, the board of directors of the Company authorized a share repurchase program to repurchase up to $ 2.0 billion in aggregate value of the Company’s outstanding Class A common stock. Repurchases under this program can be made through open market, private transactions or other means, in compliance with applicable federal securities laws, and can include repurchases pursuant to Rule 10b5-1 trading plans. The Company has discretion in determining the conditions under which shares may be repurchased from time to time. The program expires on December 31, 2027. The Company’s previous share repurchase authorizations expired on December 31, 2024. In the three months ended September 30, 2025 and 2024, the Company repurchased 3.4 million and 10.6 million shares of its Class A common stock, respectively, for an aggregate purchase price of $ 349.7 million and $ 633.0 million, respectively. In the nine months ended September 30, 2025 and 2024, the Company repurchased 6.4 million and 32.0 million shares of its Class A common stock, respectively, for an aggregate purchase price of $ 656.7 million and $ 1.9 billion, respectively. As of September 30, 2025, approximately $ 1.3 billion of the amount authorized in January 2025 for share repurchases remained available for future repurchases. 13. Stock-Based Compensation The Company’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) provides for the grant of stock options, restricted stock units (“RSUs”), restricted stock awards, stock appreciation rights, unrestricted stock awards, performance share awards, dividend equivalent rights and cash-based awards by the Company to its employees, directors and consultants. Certain of the Company’s outstanding equity awards were granted under equity incentive plans that are no longer active but continue to govern the outstanding equity awards granted thereunder. In the first quarter of 2025, the Company granted to certain of its executive employees performance-based restricted stock units (“PSUs”) covering 185,899 shares of Class A common stock that had an aggregate grant date fair value of $ 27.1 million. The PSUs will vest if certain operational performance or market conditions, as defined in the grant agreements, are met during the performance achievement period, which expires on December 31, 2027. The fair value of the portion of the PSUs with an operational performance target equals the closing price of the Company’s Class A common stock on the date of grant. For this portion, the expense is recognized on a straight-line basis when it is probable that the performance target will be achieved during the performance period. The probability of achievement is assessed each reporting period and cumulative adjustments are recorded in periods in which the probability assessment changes. The fair value of the portion of the PSUs with market conditions was determined using a Monte-Carlo simulation model, and the expense is recognized on a straight-line basis over the performance achievement period. At the end of the vesting period, the number of shares actually issued may range from 0 % to 200 % of the target based on levels of performance. The Company’s 2016 Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s Class A common stock at a discount of 15 % through payroll deductions of their eligible compensation. The ESPP provides for separate six-month offering periods beginning in May and November of each year. 20 Table of Contents As of September 30, 2025, total unrecognized compensation cost related to unvested RSUs was $ 1.1 billion, which will be amortized over a weighted-average period of 2.3 years. As of September 30, 2025, total unrecognized compensation cost related to unvested stock options and the ESPP was not significant. Stock-Based Compensation Expense The Company recorded total stock-based compensation expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Cost of revenue $ 4,305 $ 5,436 $ 12,663 $ 16,830 Research and development 86,020 85,047 244,676 249,398 Sales and marketing 36,304 34,000 102,076 102,315 General and administrative 31,540 30,078 87,278 92,281 Total $ 158,169 $ 154,561 $ 446,693 $ 460,824 14. Net Income (Loss) Per Share Attributable to Common Stockholders The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share.” Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share gives effect to all dilutive potential common shares outstanding during the period, such as stock options, RSUs, and shares partially paid for under ESPP, using the treasury stock method as well as PSUs using the contingently issuable shares guidance. Diluted net income (loss) per share excludes all dilutive potential common shares if their effect is anti-dilutive. The following table sets forth the calculation of basic and diluted net income (loss) per share attributable to common stockholders during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerator: Net income (loss) attributable to common stockholders (in thousands) $ 37,248 $ ( 9,726 ) $ 79,688 $ ( 96,933 ) Denominator: Weighted-average shares outstanding, basic 153,119,639 159,091,110 153,211,538 170,063,452 Dilutive effect of outstanding stock options, RSUs, PSUs and stock committed under ESPP 6,090,312 — 7,000,800 — Weighted-average shares outstanding, diluted 159,209,951 159,091,110 160,212,338 170,063,452 Net income (loss) per share attributable to common stockholders: Basic $ 0.24 $ ( 0.06 ) $ 0.52 $ ( 0.57 ) Diluted $ 0.23 $ ( 0.06 ) $ 0.50 $ ( 0.57 ) 21 Table of Contents The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Stock options issued and outstanding 304,275 1,392,697 145,350 1,392,697 Unvested restricted stock units issued and outstanding (1) 3,910,813 20,265,865 3,712,970 20,265,865 Shares of Class A common stock reserved for Twilio.org — 375,735 — 375,735 Shares of Class A common stock committed under ESPP — 240,905 — 240,905 Total 4,215,088 22,275,202 3,858,320 22,275,202 ____________________________________ (1) A portion of these unvested restricted stock units are PSUs. The number of PSUs that will ultimately vest may increase or decrease the number of shares that will be issued at the end of the performance period. 15. Income Taxes The Company computes its benefit from (provision for) income taxes for interim periods using an estimated annual effective tax rate based on anticipated annual pretax income or loss. The estimated annual effective tax rate is applied to the Company’s year-to-date income or loss, and is adjusted for discrete items recorded in the period. The primary difference between the Company’s effective tax rate and the federal statutory rate is the full valuation allowance the Company has established on its federal, state and certain foreign net operating losses and credits. The provision for income taxes recorded in the nine months ended September 30, 2025, and three and nine months ended September 30, 2024, consists primarily of federal, state and foreign income taxes and withholding taxes in foreign jurisdictions, in which the Company conducts business. The benefit for income taxes in the three months ended September 30, 2025, is primarily attributable to the offsetting impact of a newly enacted legislation, as described below. The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. Because the Company has net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act. Included in this legislation are provisions that reinstate the immediate expensing of certain domestic research and development expenses and certain capital expenditures, and make other changes to the U.S. taxation of profits derived from foreign operations. As a result of the enactment of this legislation, the Company’s income tax provision decreased in the current period, primarily related to the immediate expensing of domestic research and development expenses. While the total impact was not significant to the Company’s results of operations in the quarter, it contributed to the $ 4.6 million benefit for income taxes in the three months ended September 30, 2025. 16. Related Party Transactions In May 2022, the Company and Syniverse Corporation (“Syniverse”), an equity method investee, entered into a wholesale agreement pursuant to which Syniverse would process, route and deliver application-to-person messages originating and/or terminating between the Company’s customers and mobile network operators. For the three and nine months ended September 30, 2025, the value of transactions that occurred between the Company and Syniverse were $ 35.6 million and $ 104.6 million, respectively. For the three and nine months ended September 30, 2024, the value of the transactions that occurred between the Company and Syniverse were $ 34.6 million and $ 103.8 million, respectively. These transactions were recorded as cost of revenue in the accompanying unaudited condensed consolidated statements of operations. 22 Table of Contents Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “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 Quarterly Report on Form 10-Q include, but are not limited to, statements about: • the impact of global economic and political conditions and uncertainty and significant market volatility on our business, customers and partners; • our future financial performance, including expectations regarding our revenue, revenue growth, cost of revenue, gross profit, gross margin, operating expenses, and stock-based compensation, our ability to generate positive cash flow and our ability to achieve, improve and sustain profitability; • our expectations regarding the factors affecting our results of operations, the timing of future expenses, and the assumptions underlying such expectations; • our ability to execute on our vision for our platform, including delivering new product releases and enhancements, reducing friction across our platform and streamlining cross-channel orchestration; • our ability to successfully deliver an interoperable platform that allows businesses to harness the power of customer data and consumer insights to improve customer engagement; • our ability to leverage artificial intelligence and machine learning, including to develop and commercialize products and features for our customers and deploy internal applications for our own operational efficiency; • our ability to drive durable, profitable growth and increase our market share, including through product innovation, leveraging artificial intelligence, forming and enhancing relationships with independent software vendors and other partners, improving our self-service capabilities, cross-selling our products and expanding internationally; • our ability to simplify and modernize our business processes and improve our overall operating efficiency; • our ability to compete effectively in an intensely competitive market, including our ability to set optimal prices for our products and adapt and respond effectively to rising costs, competing offerings, rapidly changing technology and technology trends, and evolving customer needs and preferences; • our anticipated investments in sales and marketing, research and development and additional systems and processes to support our growth; • our ability to maintain reliable service levels for our customers; • our ability to maintain, protect and enhance our intellectual property; • the impact of, and our ability to comply with, modified or new industry standards, laws and regulations applying to our business, including legislative developments that may affect our tax obligations or tax expense; • our expectations regarding changes in network service provider fees that we pay in connection with the delivery of communications on our platform, including A2P messaging fees, our ability to manage such fees and their impact on our financial results; • investments and costs required to prevent, detect and remediate potential cybersecurity threats, incidents and breaches of ours or our customers’ systems or information; • our ability to optimize our network service provider coverage and connectivity; 23 Table of Contents • our ability to work closely with email inbox service providers to maintain deliverability rates; • the impact and expected results from changes in our relationships with our larger customers; • the sufficiency of our cash and cash equivalents to meet our liquidity needs; • our expectations regarding share repurchases; • our ability to successfully defend litigation brought against us; • the anticipated results of our foreign currency hedging activities; • our ability to service the interest on our 3.625% senior notes due 2029 (“2029 Notes”) and on our 3.875% notes due 2031 (“2031 Notes,” and together with the 2029 Notes, the “Notes”), and repay such Notes; • our customers’ and other platform users’ violation of our policies or other misuse of our platform; and • the timing and completion of our proposed acquisition of Stytch, Inc., and our ability to successfully integrate acquired businesses and realize the benefits of our past or future strategic acquisitions, divestitures or investments. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described below in Part II, Item 1A, “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.