TWLOTwilio

You state that revenue increased by $1.1 billion or 61% from December 31, 2020 to December 31, 2021 due to "an increase in the usage of our products, particularly our Programmable Messaging products, Programmable Voice products and Email products, the adoption of additional products by our existing customers, the additional A2P fees imposed by certain carriers and revenue contributions from our acquisitions of

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Twilio Segment, Zipwhip and other businesses." Please quantify the portion of the increase attributable to each item mentioned in your disclosure and discuss the underlying reason for the change. Provide this quantitative disclosure for all line items that materially changed between periods presented. We refer to guidance in Item 303 of S-K.

The Company’s response:

The Company acknowledges the Staff’s comment and, where disclosure in Management’s Discussion and Analysis of Financial Condition and

Results of Operations identifies factors driving material changes in financial statement line items, the Company will endeavor to quantify in future filings the impact of each factor mentioned in the disclosure and discuss the underlying reason for the change.

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Presented below for illustrative purposes is the Company’s proposed disclosure of the additional information requested in the comment with respect to the paragraph identified by the Staff on page 66 of the 2021 Form 10-K. Changes are marked for ease of review.

“In 2021, total revenue increased by

$1.1 billion, or 61%, compared to the same period last year. This increase was primarily attributable to increases in the usage of our products by our existing customers as reflected in our Dollar-Based Net Expansion Rate of 131, as well as a

16% increase in the number of Active Customer Accounts, from 221,000 as of December 31, 2020, to over 256,000 as of December 31, 2021. This growth in usage and customer accounts helped to drive a $403.4 million increase in

Programmable Messaging, a $79.0 million increase in Programmable Voice, a $59.9 million increase in Email, and a $74.7 million increase from the additional A2P fees imposed by certain carriers exclusive of Zipwhip A2P fees. The increase in total revenue was also due to the increases in revenue contributions from our acquisitions, including, $178.0 million from Twilio Segment, $55.4 million from Zipwhip and $63.2 million from other businesses.”

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We note your disclosure that the primary driver for the decline in growth margin was due your "international messaging business, the additional A2P fees imposed by certain carriers and an increase in network service provider fees in certain geographies, which we pass to our customers at cost." Enhance your disclosure to quantify each factor noted.

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Also, it appears that you have both revenue and gross margin information by your different product lines. If so, please include a discussion of gross margin by product lines to help investors understand your business. We refer to guidance in Item 303(b) of S-K. Consolidated Financial Statements 2. Summary of Significant Accounting Policies, page 84

The Company acknowledges the Staff’s comment and, consistent with the Company’s response to Comment #1, the Company will endeavor to quantify in future filings the impact of each factor identified in its disclosure as driving material changes in financial statement line items. Presented below for illustrative purposes is the Company’s proposed disclosure of the additional information requested in the comment.

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The Company believes that the presentation set forth below is appropriate as it provides information to investors on the material changes to gross margin, and reflects the way that management considers gross margin changes in managing the Company’s business. Changes are marked for ease of review.

“In 2021, the gross margin percentage declined compared to the same period last year.

This decline was primarily driven by a 150 basis point decrease caused by strong growth in our lower margin international messaging business, a 150 basis point decrease caused by the additional A2P fees imposed by certain carriers and a 110 basis point decrease caused primarily by an increase in network service provider fees in certain geographies. We pass both A2P fees and network service provider fees to our messaging customers at cost, resulting in decreases to gross margin. The decline was offset by a 120 basis point increase due to the impact of the acquisition of our Twilio Segment business. The remaining change in gross margin was driven by items with smaller impacts, including a 70 basis point decrease due to amortization expense related to our acquired intangible assets and a 50 basis point increase due to certain operational improvements and the growth of our other application services products.”

Consolidated Financial Statements

2. Summary of Significant Accounting Policies, page 84

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We note from disclosures on pages 90 and 91 that you operate in a single reportable segment and a single reporting unit. Based upon the November 3, 2022 Investor Day presentation you provide on your website, it appears that discrete financial information below the consolidated level is available to and reviewed by management.

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Please tell us how you considered ASC 280-10-50 in determining your operating and reportable segments and ASC 350-20-35-33 through 35-46 in determining your reporting units. To the extent that you have aggregated multiple operating segments into a single reportable segment, please also tell us your basis for doing so. In addition, please revise to provide the entity-wide disclosures discussed in ASC 280-10-50-40.

Company acknowledges the Staff’s comment, and respectfully advises the Staff that it is a single operating and reportable segment under ASC 280 and ASC 350 for the reasons discussed below.

As a preliminary matter, the Company believes it is appropriate to provide the Staff with context about the Investor Day it held on

November 3, 2022. For that Investor Day, the Company prepared and published a presentation that was intended to address common investor questions, some of which were detailed and product focused in nature.

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To be responsive, the Company’s

Investor Day presentation disclosed certain information, including revenue mix, gross profit, and gross margin percentage, both on a consolidated basis and based on the components of two product portfolios: communications and software. The product aggregations were meant to facilitate a more specific discussion of levels of revenue and gross profit of the Company’s products. However, management does not aggregate and report the products in this manner, the Company is not organized by business units or in any other manner supporting such an aggregation, nor did the Chief Operating Decision Maker (“CODM”) utilize such aggregations during the period ended December 31, 2021, to assess performance or make resource allocation decisions. Accordingly, these product aggregations did not, as of

December 31, 2021, or at any time during 2022, represent operating segments under the “management approach” required in ASC 280. The remainder of this response focuses on the Company’s application of ASC 280 and ASC 350 as of

December 31, 2021.

Overview of ASC 280

While the Company prepared the Investor Day presentation for the reasons explained above, it has also undertaken a detailed analysis under ASC

280 to determine the appropriate segment reporting. ASC 280-50-1 states that “an operating segment is a component of a public entity that has all of the following characteristics:

•

It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

Its discrete financial information is available.”

The Company analyzed its operating structure using the guidance provided in ASC

280-10-50 and, for the reasons described below, determined that it had one operating segment and one reportable segment: the provision of a customer engagement platform.

The Company’s CODM and Organizational Structure

The Company’s CODM is Jeff Lawson, who is the Company’s Chief Executive Officer, co-founder, and chairperson of the board of directors. Mr. Lawson is responsible for assessing the Company’s performance and making resource allocation decisions.

In 2021, the Company was organized by business function, such as go-to-market, product / engineering, human resources, and operations. Operations included key functions such as finance and accounting, legal, IT, and security. All of these functional areas operate on a company-wide basis and support all products.

There were no CODM direct reports nor segment managers who were directly accountable to and maintained regular contact with the CODM to discuss segment-specific operating activities, financial results, or forecasts for products or product groupings. These direct reports had company-wide responsibilities. None of the CODM’s direct reports had any accountability or responsibility for financial results of individual products, product groupings, or regions. As of the end of 2021, no members of management were compensated on the basis of financial results of any geography, segment, product, or product groupings. In the first quarter of 2022, the Company issued performance-based restricted stock units (“PSUs”) to the executive team. These PSUs vest if consolidated organic revenue growth exceeds certain targets in 2022, and if both consolidated organic revenue and consolidated profitability targets are met in 2023 and 2024.

Information Provided to and Reviewed by the CODM and the Board of Directors

The Company prepares (i) a weekly “Pace Report” provided to the CODM, (ii) a monthly “Executive Team Report” provided to the CODM, and (iii) a quarterly “Board Financial Update” provided to the CODM and the full board of directors. The purpose and contents of these reports are further described below.

(i) The purpose of the weekly Pace Report is to closely monitor usage revenue growth and the financial content includes:

Consolidated revenue, gross profit, and a brief summary of reasons for changes from the prior week.

Usage revenue disaggregated by product and/or geography and a detailed description of factors, such as new deals, outages, and related matters leading to changes to forecast from the prior week.

No product or geographical level gross margin percentage or gross profit is disclosed.

(ii) The purpose of the monthly Executive Team Report is to update the CODM on all operational matters of significance and the financial content includes:

Consolidated revenue, revenue by region and product and revenue trends.

Quarterly and annualized consolidated financial information, including revenue, gross margin percentage

(including product-level margin percentage), operating expenses and operating income with commentary explaining variances against the Company’s forecast and prior periods.

Headcount analysis including hiring forecasts and capacity, by executive team member.

(iii) The purpose of the quarterly Board Financial Update is to provide the Board of Directors with a financial update and financial content includes:

Quarterly and annualized consolidated financial information, including revenue, gross margin percentage, operating expenses and operating income with commentary explaining variances against the Company’s forecast and prior periods.

Recent revenue trends, including revenue by product and region.

During the 4th quarter of 2021 only, a board deck was prepared to discuss management’s “in and up” strategy (described in more detail below) which explicitly called out the importance of running the Company as a single unit. To facilitate that discussion, management presented an allocated P&L which reflected hypothetical income statements down to operating profit by three product groupings: messaging, software, and other communications. The Board agreed with management’s view that the business should be run as a single operating unit. No resource allocation or performance decisions were made on the basis of this information.

During his meetings with the executives, the CODM did not regularly receive or review financial information such as balance sheets, complete operating results or cash flows on a disaggregated basis at a product level.

While certain disaggregated gross margin percentage information was available (excluding allocated hosting and support costs), such information was not utilized by the CODM in resource allocation decisions and assessment of the Company’s performance during 2021. The CODM viewed all of the Company’s products as parts of one integrated customer engagement platform and parts of one integrated plan to implement the Company’s “in and up” strategy in achievement of our externally stated 30% organic revenue growth metric. As described in Item 1 of the Company’s 2021 Form 10-K, the approach is an integrated strategy to the Company’s sales motion whereby the Company gets

“in” to new customers through sales of messaging and email products and builds on those relationships to move “up” the customers’ software stack to sell the Company’s other products. To achieve its externally stated revenue growth targets, for example, a resource allocation decision was made that resulted in the Company increasing its sales and marketing headcount by over 74% during the year ended December 31, 2021, which negatively impacted certain profitability metrics in favor of continued strong revenue growth. In his review and assessment of the Company’s operations, the CODM primarily focused on total revenue growth, which, in his view, was the indicator of the Company’s implementation of this business strategy.

As a result of the above, the Company determined that no component of the business had discrete financial results that were regularly reviewed by the CODM in assessing performance and making resource allocation decisions, and, accordingly, the Company had a single operating segment.

Determining Reporting Units Under ASC

350-20-35-33 through 35-46

The Company analyzed its reporting units under the criteria of ASC 350-20-35-33 through 35-46. ASC

350-20-35-34 states that “a component of an operating segment is a reporting unit if the component constitutes a business… for which discrete financial information is available and segment management, as that term is defined in paragraph

280-10-50-7, regularly reviews the operating results of that component.” ASC 280-10-50-7 states that “generally, an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment. The term segment manager identifies a function, not necessarily a manager with a specific title.”

As noted above, discrete financial information for any component of an operating segment was not regularly reviewed by segment managers. There were no CODM direct reports nor segment managers who were directly accountable to and maintained regular contact with the CODM to discuss operating activities, financial results, or forecasts for products or product groupings. None of the CODM’s direct reports had any accountability or responsibility for financial results of individual products, product grouping, or regions and full income statement data for such groupings was not regularly maintained or reviewed. While there were a number of changes in management throughout 2021, the titles and primary roles of each individual who directly reported to the CODM as of December 31, 2021 are as follows:

Christy Lake - Chief People Officer - management of Company’s global talent acquisition and human resources functions

Eyal Manor - Chief Product Officer - management of the Company’s product roadmap and engineering for all products

Khozema Shipchandler - Chief Operating Officer - company-wide financial management and oversight, and oversight of the legal, IT, and security functions

Marc Boroditsky - Chief Revenue Officer - management of the go-to-market function, responsible for overseeing the revenue channels for all products

George Hu - Former Chief Operating Officer and Strategic Advisor (through December 31, 2021) - available in an advisory capacity for a transition period following his resignation as Chief Operating Officer on October 27, 2021

Karyn Smith - Outgoing General Counsel (resignation effective January 7, 2022) - oversight of company-wide legal matters

Erin Reilly - Chief Social Impact Officer - management of the Company’s social impact initiatives

As discrete financial information for any component of an operating segment was not regularly reviewed by segment managers, the Company concluded that no component meets the definition of a reporting unit in ASC 350-20-35-34.

As such, the Company concluded that it had one reporting unit as of December 31, 2021. The Company will continue to evaluate the evolution of its reporting structure for any changes to this conclusion.

ASC

280-10-50-40 Disclosures

ASC 280-10-50-40 states

“a public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so.” The Company evaluated its portfolio of products to determine whether certain products exhibit similar characteristics, such that they should be grouped together in the Company’s disclosure. Through the evaluation, the Company determined that there are similarities in the nature of the products used that fit into three distinct categories: 1) products that transmit communications from our customers to end users, 2) software products that enhance the effectiveness of the communications transmitted by our customers, and 3) other miscellaneous products and services. Based on this conclusion, the Company will provide Communications, Software and Other revenue in its future filings, when applicable, and presented below is a table containing the Company’s Communications,

Software and Other revenue for the twelve months ended December 31, 2021, 2020 and 2019. The Company will provide a similar level of disaggregation in its future filings.

Year Ended December 31,

2021

2020

2019

(in thousands)

Revenue by groups of similar products:

Communications

$

2,379,032

1,586,308

1,042,478

Software

322,800

97,349

44,084

Other

140,007

78,119

47,906

Total

2,841,839

1,761,776

1,134,468

The Company will also continue to evaluate its segment analysis, and, if it determines that it is appropriate under ASC 280 to report more than one segment in its consolidated financial statements, it will provide the appropriate segment disclosure in its future filings.

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Summary of Significant Accounting Policies, page 84 1. We note your response to prior comment three. So that we may better understand how you determined your operating and reportable segments, please address the following: • Describe in greater detail the roles and responsibilities of the CODM and his direct reports.

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In addition, tell us how often the CODM meets with each of his direct reports, the nature of any financial information the CODM receives or discusses with his direct reports when they meet, and the other participants at those meetings; • Describe the key operating decisions, who makes those decisions, how performance is assessed and how resources are allocated within your business; • Explain in detail how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, the level of detail reviewed by the CODM as part of the budgeting process, and the level at which the CODM makes changes to the budget; and • Explain in further detail how the CODM uses the financial information in the monthly Executive Team Report, and in particular, the monthly product-level margin information. In this regard, we note your response indicates this report includes commentary explaining variances against forecast and prior periods. Summary of Significant Accounting Policies, page 84 2. We note your response to prior comment three. In the response you state you will present revenue into three distinct categories: 1) communications, 2) software, and 3) other. However, when discussing fluctuation in revenue in response to our prior comment one, you separately quantify changes due to Programmable Messaging, Programmable Voice, and Email. To give investors insight into your revenue by product, please further disaggregate revenue in accordance with ASC 280-10-50-40.

The Company’s response:

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

Describe in greater detail the roles and responsibilities of the CODM and his direct reports.

As of December 31, 2021, the CODM was Jeff Lawson, the Company’s Chief Executive Officer, co-founder, and chairperson of the board of directors (the “Board”). Mr.

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Lawson remains the CODM and his primary responsibilities have included and continue to include:

Setting the Company vision, values, and corporate culture

Setting and executing the organizational strategy

Assessing the Company’s performance against the vision and strategy and directing timely adjustments

Holding leaders accountable to deliver on their strategic priorities

Building a competent senior leadership team

Making resource allocation decisions for the Company

While there were a number of changes in management throughout 2021, the titles and primary roles of each individual who directly reported to the CODM as of December 31, 2021, were as follows:

Christy Lake—Chief People Officer. Ms. Lake helped to lead management of the Company’s global talent acquisition and human resources functions. Ms. Lake was focused on optimizing people-centered activities such as hiring, training, professional development and performance management to support the Company’s growth objectives and results of operations. Ms. Lake also supported the CEO and the senior leadership team in developing a well-defined corporate culture of accountability, diversity and inclusion.

Eyal Manor—Chief Product Officer. Mr. Manor helped to lead the Company’s strategic product direction, including product vision, roadmap, design and development for all products, as well as platform reliability.

Khozema Shipchandler—Chief Operating Officer. Mr. Shipchandler supported the CEO in driving the organizational vision, operating strategy and corporate culture through all levels of the organization. Mr. Shipchandler helped to direct the Company-wide activities by translating the corporate strategy into actionable steps, driving tactical goal-setting and providing Company-wide oversight of financial management, as well as oversight of the legal, IT and security functions. Additionally, Mr. Shipchandler served as the Principal Accounting and Financial Officer (“PAFO”) for all of 2021.

Marc Boroditsky—Chief Revenue Officer. Mr. Boroditsky helped to manage the Company’s go-to-market (“GTM”) function, which encompassed all revenue generating channels and activities, including sales, marketing, customer support and business development for all products.

George Hu—Former Chief Operating Officer and Strategic Advisor (through December 31,

2021)—available in an advisory capacity for matters pertaining to his prior role overseeing GTM for a transition period following his resignation as Chief Operating Officer on October 27, 2021.

Karyn Smith—Outgoing General Counsel (resignation effective January 7, 2022). Ms. Smith helped to lead the corporate legal strategy, as well as providing oversight of Company-wide legal and regulatory services and resources to accomplish corporate goals.

Erin Reilly—Chief Social Impact Officer. Ms. Reilly was responsible for management of the

Company’s social impact initiatives.

In addition, tell us how often the CODM meets with each of his direct reports, the nature of any financial information the CODM receives or discusses with his direct reports when they meet, and the other participants at those meetings;

During 2021, the CODM held the following regular meetings with his leadership team:

Weekly Executive Team Meetings: On a weekly basis the CODM met his direct reports as a team to address day-to-day operational topics and issues. No financial information was received by or discussed with the CODM during the Weekly Executive Team Meetings except for the weekly

Pace Report, as described in the Company’s Initial Response Letter dated January 9, 2023 (“Initial Response Letter”). Weekly Pace Reports did not include product-level or geographical gross margin or gross profit information. On an as needed basis, business presenters or functional leadership were invited to provide additional detail on a specific operational topic relevant to the meeting.

One-on-One Meetings: On a bi-weekly basis, the CODM met with each of his direct reports individually. No financial information was regularly received by or discussed with the CODM during these individual meetings. The purpose of the One-on-One Meetings was to discuss general business, functional, and leadership topics.

Monthly Operating Review Meetings: On a monthly basis, the CODM and his direct reports met to review the

Company’s performance. The Operating Reviews included sections on GTM, research and development (“R&D”), and financial performance. Depending on the topic, additional presenters attended. For example, the financial performance section included the Company’s Finance leader and the GTM section included Sales leaders.

The financial performance section of the Monthly Operating Review Meetings focused on actual performance and forecasts. It included both quarterly and annual information. The financial information discussed during these meetings was summarized in the Executive

Team Report. The Executive Team Report included, as outlined in the Initial Response Letter:

Consolidated revenue, revenue by region and product and revenue trends.

Quarterly and annualized consolidated financial information, including revenue, gross margin percentage

(including product-level margin percentage), operating expenses and operating income with commentary explaining variances against the Company’s forecast and prior periods.

No other financial information was regularly received by or discussed with the CODM during the Monthly Operating Review Meetings. The extent to which the CODM used any product-level margin information is described in detail below.

During 2021, the Company’s functional leaders reported directly to the CODM. Each of these leaders helped to lead a key business function of the Company under the oversight of the CODM and the Board. Each leader was responsible for setting goals and making the day-to-day decisions within their organization. Key operating decisions having Company-wide or strategic impact were made by the CODM under the oversight of the Board, as required by the corporate governance protocols. Such decisions included but were not limited to:

Company Strategy: The CODM was and continues to be responsible for establishing

Company-wide strategy in collaboration with the Board. For example, as referenced in the Initial Response Letter, during 2021 the CODM implemented the Company’s “in and up” strategy that was formulated with the Board to provide an effective execution model for the Company’s entire GTM function.

Company Financial Plans and Resource Allocation: The Company’s Financial Plan was developed as part of the Company’s annual budgeting process described below. The CODM, in consultation with the Board, had the ultimate authority to change, re-allocate and approve the final

Company-wide financial and hiring budget.

Business Acquisitions: From time to time, the Company identified and evaluated business acquisitions in support of the Company’s strategy. For example, in 2021, based on an analysis performed by management, the CODM made the decision to acquire Zipwhip, Inc. for $850 million, which was approved by the Company’s

Board.

Assessing performance and allocating resources: During 2021, resources were allocated based on the approved functional budgets. Each business function’s financial performance was evaluated against their respective budget, as established in the Company’s annual Financial Plan. Each business function was also evaluated based on their operational performance against their stated priorities and their ability to support the Company’s overall operating strategy.

of detail discussed at each step, the level of detail reviewed by the CODM as part of the budgeting process, and the level at which the CODM makes changes to the budget

During 2021, the Company was organized by business function and its budgeting process followed the same structure. The budgeting process started with the annual planning process and the key steps of the process were as follows:

Functional executive leaders met with their dedicated Finance partners to prepare budgets by function (for example, GTM or R&D) that supported the Company’s strategic and operational objectives along with the goals of each function. The functional budgets reviewed during these meetings included account level information and detailed hiring plans.

The Finance team then consolidated the functional budget information into a Company-wide preliminary Financial

Plan that was reviewed with the PAFO. This review was primarily focused on the alignment of the functional budgets and hiring plans with the CODM’s overall operating strategy. Significant trends and transactions were discussed with the functional leaders and adjustments were made, as needed.

Upon completion of the PAFO review, a series of reviews were held with the CODM and his direct reports. The CODM reviewed the operating expenditures and hiring plans at a functional level and adjustments were made, as needed. Upon completion of his review, the CODM approved a preliminary Financial Plan for the subsequent year, subject to the Company’s

Board feedback and approval.

That Financial Plan was then reviewed and approved by the Company’s Board.

Monthly thereafter, the Finance team reviewed the actual performance versus the Financial Plan and, as needed, made revisions to the forecast for the remainder of the year. This review process included reviews of the functional expenditures as well as the hiring plans. Any major deviations from the anticipated performance were raised to the PAFO and/or the CODM.

and in particular, the monthly product-level margin information. In this regard, we note your response indicates this report includes commentary explaining variances against forecast and prior periods.

The CODM used the financial information in the monthly Executive Team Reports primarily to assess the consolidated operating performance of the Company. That included financial performance, GTM performance, and R&D performance. Financial performance was largely measured based on the Company’s target of 30%+ consolidated year-over-year organic revenue growth for the year, as well as measures of profitability on a consolidated basis. GTM performance was measured based on the achievement of closing and converting consolidated revenue pipeline targets. R&D performance was measured based on progress against product roadmaps and operational resiliency metrics. Performance was assessed at a functional distinction and not by product.

As outlined in the

Company’s Initial Response Letter, the monthly Executive Team Report also included certain product-level gross margin information. Over the past several years, the Company’s consolidated gross margins have declined. For example, the newly implemented Application to Person (“A2P”) carrier fees by certain US carriers created downward pressures on the Company’s consolidated gross margins with no effect on unit economics. As such, although certain product-level gross margin information was used by the CODM to understand and explain trends and variances in the consolidated gross margins, the CODM continued to make resource allocation decisions and assess the Company’s overall performance on the basis of the

Company’s consolidated operating performance in furtherance of the Company’s then-primary strategic priority of driving revenue growth.

2. Summary of Significant Accounting Policies, page 84

2. We note your response to prior comment three. In the response you state you will present revenue into three distinct categories: 1) communications, 2) software, and 3) other. However, when discussing fluctuation in revenue in response to our prior comment one, you separately quantify changes due to Programmable Messaging, Programmable Voice, and

Email. To give investors insight into your revenue by product, please further disaggregate revenue in accordance with ASC

280-10-50-40.

The

Company acknowledges the Staff’s comment, and the Company will endeavor to disaggregate revenue in accordance with ASC

280-10-50-40 in future filings. For example, in Note 15 to the Consolidated Financial Statements set forth in the

Company’s Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 27, 2023, the Company disaggregated revenue by groups of similar products, including revenue from Programmable Messaging, Programmable Voice, and Email.

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You appear to present Non-GAAP gross profit as the measure of profit or loss for each reportable segment in the proposed disclosures in your letter dated July 25, 2023. Please tell us what measures of profit or loss at the segment level are provided to the CODM, the frequency such measures are provided to the CODM, and how they are used by the CODM.

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Please address all measures of segment profit or loss provided to the CODM, including those provided outside of the standard reporting package, such as during the budgeting process, meetings, or other means. If the CODM receives but does not use a measure of segment profit or loss, please tell us why.

No reply letter found.

If the CODM uses more than one measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, please tell us how you determined which measure was required to be disclosed. See ASC 280-10-50-28.

No reply letter found.

In the proposed disclosures in your letter dated July 25, 2023, you reconcile your segment measure of profit to gross profit. Please revise to reconcile your segment measure of profit to consolidated income before taxes and discontinued operations in accordance with ASC 280-10-50-32(f).

No reply letter found.