Good day, everyone, and welcome to the Cloudflare Q3 2022 Earnings Call. At this time, I would like to hand the call over to Mr. Jayson Noland. Please go ahead, sir.

Thank you for joining us to discuss Cloudflare's financial results for the third quarter 2022. With me on the call, we have Matthew Prince, Co-Founder and CEO; and Michelle Zatlyn, Co-Founder, President and COO; and Thomas Seifert, CFO. By now, everyone should have access to our earnings announcement. This announcement, as well as our supplemental financial information, may be found on our Investor Relations website. As a reminder, we'll be making forward-looking statements during today's discussion, including, but not limited to, our customers, vendors and partners operations and future financial performance; anticipated product launches and the timing and market potential of those products, the company's anticipated future revenue, financial performance, operating performance, non-GAAP gross margin, non-GAAP net income or loss, non-GAAP net income or loss per share, shares outstanding, non-GAAP operating expenses, free cash flow, non-GAAP tax expense, dollar-based net retention rate, paying customers and large customers. These statements and other comments are not guarantees of future performance, but rather are subject to risks and uncertainty, some of which are beyond our control, including, but not limited to, challenging general economic conditions, including foreign exchange, inflation, rising interest rates and other impacts of the ongoing COVID-19 pandemic and Russia-Ukraine conflict. Our actual results may differ significantly from those projected or suggested in any forward-looking statements. These forward-looking statements apply as of today, and you should not rely on them as representing our views in the future. We undertake no obligation to update these statements after this call. For a more complete discussion of the risks and uncertainties that could impact our future operating results and financial condition, please see our filings with the Securities and Exchange Commission, as well as in today's earnings press release. Unless otherwise noted, all numbers we talk about today, other than revenue, will be on an adjusted non-GAAP basis. All current and prior period financials discussed are reflected under ASC 606. You may find a reconciliation of GAAP to non-GAAP financial measures in our earnings release on our Investor Relations website. For historical periods, a GAAP to non-GAAP reconciliation can be found in the supplemental financial information referenced a few moments ago. We would also like to inform you that we will be participating in the RBC Capital Markets Global Technology, Internet, Media and Telecommunications Conference on November 16 and the Credit Suisse 26th Annual Technology Conference on November 30. Now I'd like to turn the call over to Matthew.

Thank you, Jayson. We had a strong quarter, even as the economic environment has continued to be challenging. We generated $254 million in revenue, up 47% year-over-year. Unsurprisingly, the slowdown in the economy we discussed on the last two earnings calls is starting to show up on our top line revenue numbers. Even with those economic headwinds, this quarter marked a milestone for us, crossing through $1 billion in annualized revenue. Only 6% of public software companies achieved this milestone, so we're proud to have crossed it, but we're nowhere close to finished. We added 4,197 paying customers for a total of 156,000 paying customers. For large customers, those that pay us more than $100,000 per year, we added 159 new large customers for a total of 1,908, up 51% year-over-year. Large customers now account for 61% of revenue. Our large customers keep getting larger. The number of customers over $500,000 in annual spend grew 88% year-over-year, and customers over $1 million grew 63% year-over-year. Even with inflation hitting some of our costs, our gross margin held strong at 78.1%, still above our target gross margin range of 75% to 77%. We achieved a record operating profit of $14.8 million, representing an operating margin of 5.8%. We are confident we can deliver meaningful operating margins over time, but continue to plan to hold them near breakeven as long as we're able to deliver exceptional revenue growth. Our dollar-based net retention in the quarter was 124%, flat year-over-year and down from 126% last quarter. While there is some noise in that number based on when contracts renew, we will continue to be dissatisfied until it's over 130%, and we believe that it's still very achievable as we add seats and storage-based products like Zero Trust and R2. We are proud to have crossed through $1 billion in annualized revenue, but it has us thinking about our next milestones. While there are economic challenges for every business in the near term, we know that the opportunity Cloudflare has ahead in the long term is massive. Even as we achieve $1 billion, we have penetrated less than 1% of our identified market for products we already have available today. That's why we're confident we're on the path to organically achieve $5 billion in annualized revenue over the next five years. Less than 1% of all public software companies reach the $5 billion milestone. And while today's global economy will continue to present headwinds in the quarters ahead, as we look further out, we are confident we have the products already in market to get us there. Crossing the $1 billion milestone is also an opportunity to reflect on our team. It's a natural process to have different leaders for different stages in the company's life. Earlier this year, Chris Merritt, who runs our sales team, reached out to me and Michelle to say that while he wasn't in a hurry, he thought it made sense for someone else to take us to the next milestone past $1 billion. Chris himself is a unicorn. He started at Cloudflare almost 10 years ago as our first sales hire. We've grown our revenue from $0 to $1 billion. I've tried to count the number of sales leaders who have accomplished that and have come up with fewer than 10 across all the history of software. I wanted to give Chris the floor for a second to recognize him and all he's accomplished and helped us build at Cloudflare.

Thanks, Matthew. I remember meeting with Michelle all the way back in 2013 as Cloudflare was looking for someone to build its sales organization. It was very clear from that very first meeting that the opportunity Cloudflare had was just incredible. Fast forward to present day, and I'm so proud of the team we've built that brings Cloudflare's products to market to solve real problems for our customers. It is a truly world-class organization doing amazing work. And as Matthew said, I had a terrific run, and I decided the $1 billion mark was the right time for me to transition out and bring in another leader for the next phase of Cloudflare's growth. I worked closely with the team to help identify the great leader we found to do that, and I'll continue to be involved to help with a smooth transition through at least the end of the year. What a great 10-year journey it's been, and I'll always believe in the Cloudflare orange. Back to you, Matthew.

Thanks, Chris. We couldn't have gotten here without you. As Chris said, he worked closely with us over the last several months to identify the right person to lead our sales team going forward. The person we found is terrific. He understands enterprise sales from his time as a senior leader at Oracle, can help accelerate our Zero Trust go-to-market based on his experience in the identity and access management space, and recently led sales for Twilio, another Software-as-a-Service company, which grew more than 50% organically compounded during its tenure to a $4 billion annualized run rate. Marc Boroditsky is uniquely qualified to take us to our next milestone and beyond. I wanted to give him the floor to talk a bit about why he joined Cloudflare.

Thank you, Matthew. I've been on the team now for a little over a week, and I couldn't be more thrilled. I was very fortunate to attend Cloudflare's recent Customer Day in San Francisco. In all my years at similar events, I've never seen more engaged customers of all types who are eager to do more with us as a strategic partner. Let me tell you what's especially compelling about Cloudflare, is the breadth of solutions that are part of our platform today. We don't need to go out and buy companies. We don't need to invent new technologies. I see a clear path to $5 billion in five years simply by selling what we already have in our portfolio to the customers that already know us. That's an incredible opportunity that compelled me to join the Cloudflare team. Back to you, Matthew.

Thanks, Marc. We are excited for you to build on the great team Chris has put in place and further mature our go-to-market efforts as we sell more products to larger and larger customers. With that set up, let me tell you about some customer wins last quarter. A Fortune 500 technology financial services company signed a one-year $2.8 million contract. They faced an increasing number of sophisticated cyber attacks. They compared us against nearly all of our competitors. While the competitors tried to offer lower pricing, it didn't matter. This company was so convinced that we were the clear technical leader that they paid a premium for our services. They see the value of our integrated approach, and are now evaluating us to be their Zero Trust provider as well. A Fortune 500 pharmaceutical company expanded their relationship with Cloudflare. They signed an additional $915,000 three-year deal, bringing their total contract over that period with us to $7.4 million. They're adopting our data localization suite, powered by Cloudflare Workers. This product allows customers to process data locally in the countries where their customers reside. These features are unique in the industry to Cloudflare and increasingly important to highly regulated customers like this one. A Fortune 500 European telecom signed a three-year $1.2 million deal. The customer was moving more of their security services from on-premise hardware to the cloud. While they evaluated our security services as best of breed, the show stopper for them again was our data localization suite. None of the other vendors they considered, including the hyperscale public cloud, had an equivalent solution. We're seeing more and more EU companies adopting Cloudflare in order to meet the increasing data localization and data residency requirements becoming law in the region. A Fortune 500 retailer expanded their relationship with Cloudflare, signing a $442,000 deal and bringing their annual commitment to nearly $1 million. They are using Workers to build highly scalable functions across their e-commerce applications. They're also using Cloudflare's network to route traffic between different hyperscale public cloud vendors they use. Seeing multi-cloud is a priority for them, and Cloudflare is the only vendor they see being able to help them achieve their vision. They have started experiments with R2, our object store, and D1, our first database. While their spend is still modest, we think there's an opportunity, and they've expressed interest in making us one of their strategic vendors going forward. A Fortune 500 life sciences conglomerate signed a $745,000 three-year deal. They use a range of our products, including Magic Transit, to better protect their on-premise data centers. They're handing traffic directly to our network, completely replacing their ISP. We've signed an MSA with them and believe there's a significant opportunity to expand across their other 20 subsidiaries. A Fortune 500 apparel company signed a three-year $1.1 million deal. They bought our full set of security services, as well as Cloudflare Workers. A fun fact is that Michelle, my cofounder, had an opportunity to be this company's CEO's chief of staff out of business school. Instead, she chose to start Cloudflare, and now they're customers. A Fortune 500 consumer product company expanded their relationship with us, signing an additional $292,000 one-year deal. That brings their total spend with us to nearly $1 million per year. They are using our Zero Trust product, and we worked with a large channel partner to win and service them as a customer. A Fortune 500 financial services company signed a $236,000 one-year deal. We believe this will be another example of how we can land with one product, sign a general MSA, and then expand over time. If you've been counting, that's 12 Fortune 500 companies, and we're actually up to 32% of the Fortune 500 now using us. I see a clear path to nearly every Fortune 500 company using us for something in the next five years. And a big part of Marc and the team's job then is to expand those relationships and then get them to use us for everything. We aim to be the network for every Fortune 500 company. But not just the Fortune 500. In Q3, a large building materials manufacturer in Europe signed a $1.2 million 31-month expansion deal. They have broadly adopted our Zero Trust products across their 25,000 employees. They were hit by a ransomware attack earlier this year that their existing email security vendor failed to catch. We included our Area 1 email security product as part of their Zero Trust solution, something no other Zero Trust vendor provides as a native integration. During our POC, we cut phishing messages that our other existing vendors miss. They went from POC to live in two days and signed a deal a week later. They've been a small customer previously but turned to us for an integrated solution the minute they had another network security need. And we delivered. Finally, a large software monitoring company signed a $3.6 million expansion deal, bringing their annual spend to more than $5 million. They are a big user of Cloudflare Workers, processing 7 trillion requests just in September. They are migrating more and more of their applications from AWS to Cloudflare Workers for our performance and easy scalability. In a few weeks, we have our upcoming Developer Innovation Week, where we'll be announcing some incredible new Cloudflare Workers milestones, but I couldn't resist sharing a few here now. As of the end of Q3, we're up to 2.2 million unique applications running on Cloudflare Workers. Cloudflare Pages, which is a product within the Cloudflare Workers portfolio, is up to 367,000 projects and has doubled since May. In September, we announced that R2 is now generally available, along with our other generally available storage products, Workers KV and Worker Routes. We are now scoring over a petabyte of customer data. And before the end of the quarter, D1, our first database product, will be available in open beta. Increasingly, we're hearing about more and more start-up companies that are skipping the hyperscale public cloud and building exclusively on Workers. Reflecting that trend in September, we announced the Workers LaunchPad Funding program, in which 26 of the top venture capitalists collectively earmarked up to $1.25 billion in funding for innovative new startups building on Cloudflare Workers. The funding program came about because venture capitalists kept coming to us to do due diligence on companies they were considering investing in when more and more of their tech stacks were powered exclusively by Cloudflare Workers. So from the Fortune 500 to the hottest new startups, increasingly, the future seems powered by Cloudflare Workers. I wanted to close by reminding everyone in the United States that we have an election next Tuesday. That makes this a time of heightened cybersecurity concerns for the country. Through Cloudflare's Athenian project, we provide our services for free to any state and local officials who help oversee elections. Today, election authorities in more than half of U.S. states and most of the so-called battleground states are participants in the Athenian project. We are proud that we helped ensure that cyberattacks were not part of the story in the 2020 election, and we have our team standing by, and they'll be available 24/7 over the next week to help ensure cyberattacks won't be part of the story for 2022 either. So we'll do the thing we're best at, and don't forget to vote. With that, I'll turn it over to Thomas. Thomas, take it away.

Thank you, Matthew, and thank you to everyone for joining us. As Matthew mentioned, we achieved an important milestone in the third quarter, surpassing a $1 billion revenue run rate for the first time. This milestone is a testament to our enormous market opportunity, our ability to land and expand large enterprise customers, and the durability of our subscription-based revenue model. Turning to revenue for the quarter. Total revenue for the third quarter increased 47% year-over-year to $253.9 million. Area 1, the email security company we acquired in April, again contributed less than 1% of revenue this quarter. While we are seeing foreign exchange headwinds and global economic uncertainty impact the business, we continue to see traction upmarket and believe we are very well positioned in this environment. From a geographic perspective, the U.S. represented 53% of revenue and increased 49% year-over-year. EMEA represented 27% of revenue and increased 51% year-over-year. APAC represented 13% of revenue and increased 38% year-over-year. The APAC performance has improved meaningfully from last year, but we are seeing more price sensitivity and buying decision delays in the APAC region. Turning to our customer metrics. In the third quarter, we had 156,000 paying customers, representing an increase of 18% year-over-year. Similar to last quarter, we saw a higher level of churn in our pay-as-you-go customer base, primarily due to more customers shifting down to our free customer tier. We think this is a function of a more challenging macro environment. However, we are pleased to see these customers remain on our platform. Turning to large customers. We ended the quarter with 1,908 large customers, representing an increase of 51% year-over-year and an addition of 159 large customers in the quarter. We were pleased to see large customer revenue contributions increase again sequentially. We are also encouraged to see the quality of wins continue to increase across the Fortune 500 in a broad array of verticals, including consumer, retail, healthcare, life science, pharmaceuticals, industrial, telecommunications, and financial services. While sales cycles at the high end of the business have elongated, we continue to see our $500,000-plus and $1 million-plus cohort scoring faster than top line revenue. We also achieved a milestone of 75 customers larger than $1 million in the third quarter. Our dollar-based net retention was 124%, representing a decrease of 200 basis points sequentially, consistent year-over-year. The decline was primarily driven by less net expansion; we have not seen elevated churn. As we mentioned previously, while we expect DNR to continue to trend upward over time, we expect some variability quarter-to-quarter. We continue to target a 130%-plus dollar-based net retention rate given our momentum with large enterprise customers and the net expansion characteristics of seat-based solutions. Moving to gross margin. Third quarter gross margin was 78.1%, representing a decrease of 80 basis points sequentially. Network CapEx represented 13% of revenue in the third quarter. We expect fiscal 2022 network CapEx to come in at the lower end of the 12% to 14% range due to the timing of purchases and inherent efficiencies in the network. Turning to operating expenses. Third quarter operating expenses as a percentage of revenue decreased 7% sequentially and 6% year-over-year to 72%. Our total number of employees increased 42% year-over-year, bringing our total number of employees to approximately 3,180 at the end of the quarter. We will continue to invest in the business. So as we mentioned last quarter, we continue to pace hiring based on current market conditions. Sales and marketing expenses were $103.5 million for the quarter. Sales and marketing as a percentage of revenue decreased 3% sequentially and decreased to 41% from 45% in the same quarter last year. Research and development expenses were $46.4 million in the quarter. R&D as a percentage of revenue decreased 2% sequentially and decreased to 18% from 19% in the same quarter last year. General and administrative expenses were $33.6 million for the quarter. G&A as a percentage of revenue decreased by 2% sequentially and decreased to 13% from 14% in the same quarter last year. Operating income was $14.8 million compared to operating income of $2.2 million in the same period last year. Third quarter operating margin was 5.8%, an increase of 450 basis points year-over-year. Overseas operating expenses benefited from the strengthening of the U.S. dollar, which contributed to the increase in operating profit. Turning to net income and the balance sheet. Our net income in the quarter was $19.1 million or net income per share of $0.06. Tax expenses for the quarter were $1.7 million. We ended the third quarter with $1.6 billion in cash, cash equivalents, and available-for-sale securities. Free cash flow was negative $4.6 million in the third quarter or 2% of revenue, compared to negative $39.7 million or 23% of revenue in the same period last year. Operating cash flow was $42.7 million in the third quarter or 17% of revenue, compared to $6.9 million or 4% of revenue in the same period last year. As stated previously, we continue to expect to be free cash flow positive in the second half of 2022. Remaining performance obligations, or RPO, came in at $831 million, representing an increase of 9% sequentially and 32% year-over-year. Current RPO was 75% of total RPO. Before moving to guidance for the fourth quarter and full year, I would like to reiterate our expectations in light of the uncertainty in the macroeconomic environment. While we saw a foreign exchange benefit to operating expenses, we also saw FX headwinds to revenue as we offer concessions to offset the strength of the U.S. dollar internationally. In the quarter, we observed an increase in our sales cycle and expect similar sales dynamics to continue, leading to longer lead time deal closures. We are aware of the increasingly cautious environment and have factored this into our outlook. Now turning to guidance. For the fourth quarter, we expect revenue in the range of $273.5 million to $274.5 million, representing an increase of 41% to 42% year-over-year. We expect operating income in the range of $12 million to $13 million, and we expect net income per share of $0.04 to $0.05, assuming approximately 343 million common shares outstanding. And we expect a tax expense of $1.9 million. For the full year 2022, we expect revenue in the range of $974 million to $975 million, representing an increase of 48% to 49% year-over-year. We expect operating income for the full year in the range of $31 million to $32 million, and we expect net income per share over that period in the range of $0.11 to $0.12, assuming approximately 342 million common shares outstanding. We expect a tax expense of $6.1 million. Although challenges remain in the current environment, we are confident in the continued growth of our business and the durability of our subscription model. Before closing, I would like to let you know that Jayson Noland, our Head of Strategic Finance and Investor Relations, is leaving us. This is happy and sad news. Happy for him to pursue his first CFO opportunity at a pre-IPO software company, but sad to lose such an integral member of the team. I want to personally thank him for his leadership and partnership, and wish him great success in his next chapter. In closing, I'd like to thank Cloudflare employees for their continued dedication in delivering exceptional service to our customers, partners and communities. As Matthew mentioned, now that we have reached a $1 billion revenue run rate, we are setting our sights on the next milestones of $5 billion in five years. With that, I'd like to open it up for questions. Operator, please poll for questions.

And we will go first to Phil Winslow from Credit Suisse.

Matthew, you've discussed the macro environment for a few quarters now. Looking at Cloudflare's diverse portfolio, including Zero Trust services, network services, application services, and the developer platform, where have you observed the greatest impact on the business? Conversely, what aspects have remained the most resilient? Additionally, for Thomas and Michelle, you've mentioned the importance of monitoring hiring in relation to revenue growth. What challenges and opportunities are you encountering as you seek to balance the long-term goal of reaching $5 billion with the immediate realities?

Yes, Phil, I'll start, and then hand it off to Thomas and Michelle. So I think that what we have been seeing and I think we've been very transparent about talking about is that the velocity of sales at large companies, and especially in getting new logos, is slowing down. It feels like everyone right now is measuring twice to cut once. I think we started to see that, as we've talked about on previous calls, in December of last year, and you're seeing some of that slowness in new business now flow through and hit our top line. What I think is continuing to hold up extremely well right now, and in fact, in some cases, we're seeing acceleration, is in the security portion of our business. While it is worrisome the global conflicts that we are all watching in multiple parts of the world, that is putting more pressure on companies to make sure that their security is in a good place. And so I think that while, as I said last quarter, the economy, the macro economy is challenging right now, and we have said that consistently for the last three calls, we do believe that we are very well positioned, and I continue to say that I wouldn't trade places with any other CEO at any other company.

Great. And then on in terms of hiring - yes...

So you saw that our employee headcount grew 42% year-over-year in the quarter. I think we've been very restrained when it came to corporate functions and G&A expenses, but we have made sure that we hire core sales capacity in our go-to-market functions in a way that we are not hindering the potential and the opportunity that is in front of us. So we try to be very balanced where we slow down, and we have been very strategic where we added headcount in terms of numbers, but also in terms of footprint from a regional perspective.

Our next question comes from Matt Hedberg, RBC Capital Markets.

Matthew, in your prepared remarks, you noted economic headwinds that you've been talking about the last couple of quarters have showed up here. I wonder if you or if Marc is in the room, too, can you talk a little bit about perhaps what your sales force can do to kind of navigate these headwinds? Is it a different sales motion? Is it a different way to engage with the customer? Just sort of curious on how sales organizations adapt to these headwinds.

Yes. So first of all, I don't think there's anything that has dramatically changed this quarter and at this time versus what we were seeing earlier in the year. And so I think the adjustments that we made in terms of our go-to-market strategy are actually things that we've made previously and we've seen positive benefits from those changes. The nature of subscription businesses is that if you see slowdowns in the beginning of the year, they show up in your top line later in the year. But the thing that we did that I think have been successful and will continue to be successful is really focusing on how do we get to know the customers that already know us and trust us. How do we sell more to those customers from the broad portfolio of products that we have, and how do we make sure that they are getting all of the value from Cloudflare. And one of the things that I think we're hearing over and over again is that as companies are thinking about how they can reduce their cloud spend, how can they rationalize it, how can they make sure that they are getting the most out of the IT dollars that they're deploying, over and over and over again, we are able to deliver services that help companies save money, get better performance, get higher reliability, get more variability in a multi-cloud environment and make sure that they are secure. And so as we look at our customers, they see us more and more as a strategic partner on making sure that they're getting the most out of every IT dollar they spend.

Great. I just want to put an additional comment on it. Just coming back from customer-driven Europe, at the time Matthew said, the security products are holding up nicely in light of all the security and threat concerns we see out there, leaning heavier on the intelligence we have. We just launched a threat intelligence product, Cloudforce, a couple of weeks ago, leveraging the assets we have in terms of intelligence and insight, which is helping us, especially with opening up doors of new logos.

That's very clear. Matthew, while R2 is still in its early stages, it's impressive to hear about the success with a petabyte of storage. Can you share which types of customers are utilizing this? Are they among your largest strategic customers? It would be helpful to get some insight on the usage patterns you're observing.

In the quarter, the usage primarily occurred during our beta period. The users of that product have mostly been developers who are building new services or small teams within larger organizations. Now that it is out of beta as of the very end of the quarter, we expect to see many large companies looking to reduce their cloud spending and establish a multi-cloud presence by adopting our R2 services. We are in discussions with substantial companies about transferring more of their stored objects to R2. One key advantage is that we can help them save money on egress fees, while also allowing them to use those objects across various cloud platforms. As a neutral third-party, we facilitate a mix of services from Amazon, Microsoft, Google, and other SaaS vendors, enabling data sharing across these platforms. This scenario demonstrates the value of storing data in the network, and I believe in the coming quarters, more large companies will adopt R2 as their object store.

Next up is Brent Thill, Jefferies.

Matthew, one of the key themes we keep hearing is consolidation that you're seeing in a lot of pockets of organizations, and many are saying that they could consolidate. Do you feel, over the next year, you can use that to your advantage? Is there a sales motion or an opportunity you're starting to see where you're getting wider enterprise license agreements to take on more and more solutions?

Yes, Brent. I think that we are extremely well positioned to help companies find savings across their organization. The conversations that we're having are very much around how can companies consolidate their vendors into what are those critical vendors that provide services and how can they really save money in the process of doing that. The fact that we've got a broad portfolio of products as we do means that what we're seeing is more and more companies are adopting the complete Cloudflare network. The way that that shows up in the numbers is the fact that our customers that are over $500,000 a year of spend and over $1 million a year of spend are growing faster than our overall revenue growth rate and our overall customer growth rate. That's a good indication that the customers are doubling down and using more of our services, and I think that's going to make it a more challenging environment for those point cloud solutions that are out there. We will increasingly take share and help be that strategic vendor to become the network for our customers.

And can I just quickly clarify with Thomas? With the slowdown that you're seeing, did you see that more pronounced in small and mid versus large? Or do you see it against the small and mid and large?

I see, you see in each one of the segments you mentioned, you see some impact. We talked about pay-as-you-go down trading to free, saying our customers stay on the platform by downgrading. We see elongated sales cycles at the very high end in the very large customer cohorts. We see the expansion in the mid-market segment slow down a bit. Churn? They didn't churn off, but the expansion was a bit harder. So it really depends on what segment you look at.

Our next question today comes from James Fish, Piper Sandler.

Matthew, you highlighted that Fortune 500 retail win with Cloudflare kind of that glue between the hyperscalers. And you also said you see Fortune 500 penetration getting to 100% over time. I guess, how are you balancing that strategy of being that glue or fabric between the hyperscalers versus being that full infrastructure-as-a-service offering alternative to the hyperscalers? And how does that success of one or the other change your view or ability to hit that $5 billion goal five years out?

I think that our approach is very different than the hyperscalers. The hyperscalers start from the inside and work their way out, and we are starting from the outside and working our way in. What Cloudflare fundamentally is, is a network. We want to be the best network to connect anything online, to connect cloud-to-cloud, cloud to home office, cloud to remote office, cloud to branch office. Anything that is having to be connected by a network, we want to be that network. There are things that make tons of sense to live in the network itself. For instance, a shared object that you're going to use across Google and Microsoft and AWS. So with R2, that makes sense; because we're not going to charge you the egress tax to be able to access that across all of those different platforms. You're also going to, for some applications, want to make some parts of the application as fast and as scalable and as reliable as possible. Those parts can live inside of Cloudflare. But our strategy is not to completely recreate every single thing that the hyperscalers do. We want to be the best network. There will be places at the margins where we will absolutely compete with them. Increasingly, we're seeing that companies are able to build entire applications using the Cloudflare stack in a way that is much more modern and much more reliable. But we will never be the place where you can lift and shift SAP workloads. That's just not what we're building. Instead, we're building for those applications that need to live inside the network for either the performance, reliability, compliance requirements, and the data that live inside the network for those same reasons. We believe we can get to $5 billion of revenue in the next five years with the products that are in market today, and that doesn't assume any M&A. We think that we have the right products in the bag, and it's just a matter of us continuing to execute on the go-to-market side.

And Thomas, maybe for you. Is there any way to understand the impact or adoption of that monthly to annual conversion with enterprise specifically this quarter? Are customers actually looking for staying with shorter duration, just given this macro uncertainty? Or are they alternatively looking to lock in for longer on the infrastructure side?

Good question. As we said in the past, moving from monthly billing and contracts to annual is our biggest lever on our path to delivering free cash flow. In a world, especially outside of North America where exchange rates are high, customers are more resistant to lock in. As you know, we don't want to discount too much in order to lock in lower revenue in a world of difficult exchange rates. So we have been more confident, I think, with customers and partners in general in this environment and have not pushed as hard moving forward in this transition. But it is still the biggest lever we have, and it's an opportunity that is in front of us, and it will materialize in our free cash flow numbers moving forward.

Our next question will come from Shaul Eyal, Cowen.

Matthew, on Area 1, when you've acquired them, I think you've indicated they can assist you in taking you guys deeper into the cloud community. How is that coming along thus far? And maybe any commentary about win rates versus Zscaler, maybe even Palo Alto, that you flagged in recent quarters.

Yes, sure. So Area 1's team is amazing. I think they brought to us three distinct things. The first is a product, which I think is a natural gateway to our overall Zero Trust solutions. The second is a world-class threat intelligence team, which we are now turning into a product both to sell to our existing customers and also as a great way to attract new customers and create some of the marketing around the threat intelligence that we do. The third is a much deeper and more mature understanding of channel through some of their leadership that we've brought on board. Looking at Area 1 in particular, we're seeing particular strength in Asia around the Area 1 product. I think our sales team, especially in Japan, has done a great job selling the Area 1 product. We're seeing a lot of it. That's the straight email security product. Once we've got someone using the email security product, it's a very natural extension for them to turn to the rest of our Zero Trust product. The threat intelligence team has also helped us win larger customers by helping them understand if something goes wrong, what's going on, which is something the Area 1 team has really excelled at. Our win rates against Zscaler and Palo Alto Networks continue to be very strong. Our product in that space competes extremely well with them. The challenge we're continuing to work on is just increased awareness in the market. As we were thinking about who is the right replacement for Chris, Marc's background in identity and access management both at Oracle and Twilio really understands that market, and I think he is going to help us increase the awareness that's there. When a customer considers going on their Zero Trust journey, if we're in that consideration, we love our win rates in that. Our job is now just to increase our awareness and transition from a company that may have been known for one thing to today being a much more sophisticated, broad portfolio. I'm excited about that as we move forward, and I think that Zero Trust will be a key story for the next few years.

We will take the next question from Hamza Fodderwala, Morgan Stanley.

Matthew, and perhaps Thomas as well, I wanted to dig in a little bit around the net expansion point. You spoke a little bit about this already. But just to get more specific, we're hearing from a lot of cloud service providers around rationalization. Matthew, you spoke a little bit about how the costs are getting too high. But as it relates to Cloudflare, are you seeing any of that rationalization as it relates to your usage and expansion? Obviously, you have a very different pricing model as a subscription-based company, and this is kind of where Thomas comes in. How do you expect that to play out mechanically over the next few quarters as we likely see these expansion rates continue to be impacted?

Yes, I think that if you are a usage-based, a purely usage-based model, it is a place where people are looking for areas to save money. Similarly, if you are a seat-based model, as you're seeing some companies do layoffs or at a minimum not expand their seats, that is something that is challenging in the current environment. I think we are fortunate that today, most of our revenue is not usage-based and not seat-based. While we are adding products that fall into those categories, we are not seeing downward pressure from our existing customers trying to figure out how to use less of us. If anything, we're seeing that they are trying to say, how can we use more of you instead of what some other consumption-based alternatives are out there? I think the one place referenced by Thomas, where we are seeing some pressure is actually with new accounts because we bill all in U.S. dollars. That is putting some pressure, especially outside of the United States, and we are making concessions to accommodate the foreign exchange pressures that are there. Lastly, it's less about our existing customers trying to figure out how to use less of us. In fact, if anything, we're seeing that they are trying to use more instead of looking elsewhere.

That was a very complete answer. I have nothing to add.

Next up is Sterling Auty, MoffetNathanson.

So Matthew, in terms of thinking about the threshold of keeping the margins basically flat within that context of growing to $5 billion, is there kind of a threshold growth rate that you think about? So as long as you're over 30% or 35% or 40%, you'll keep it there; otherwise, you would reconsider the margin profile?

I don't think we have specific guidance. Personally, I've always found the concept of the Rule of 40 to be quite compelling. We support that, and if we're growing above 40%, it suggests we can successfully execute and take advantage of the significant opportunity ahead. It's important for us to be a business that generates substantial operating profits. Considering we have a total addressable market with less than 1% penetration, we believe it's wise to keep investing in that market and continue driving growth. Currently, we're operating above the Rule of 50, so we have some time to contemplate that.

Our next question today comes from John DiFucci, Guggenheim.

I have a question for Matthew and then a quick follow-up for Thomas. Matthew, I just want to make sure I understand your comments about acceleration in the security portion of your business. Security businesses have so far anyway generally held up well against the macro slowness. It sounds like that's continuing or even getting stronger for you given your comment there. But I wanted to make sure in that the macro backdrop is really manifesting itself more broadly in the rest of your business. Is that correct?

Yes. So first of all, I don't think we have been consistent in talking about the macro pressures for the last three quarters. There hasn't been something that has dramatically changed since we were warning that there were pressures in the macro space. What I think, if we dig down a little further into the security business, especially in February of this year, when we saw Russia and then Ukraine, many security companies expected that that would be a tailwind to their business. What actually ended up happening was that tailwind did not materialize, and the threat from Russia turned out to not be something which showed up outside of the Ukrainian theater. However, in the last several months, and especially in Q3, we started to see an increase in cyberattacks coming out of both Russia and other parts of the world. That drives increasing adoption of products like Cloudflare's products at a very, very high velocity. We see close rates that can often be measured in hours or days. I think that expectation of the war in Ukraine, and other political conflicts around the rest of the world leading to more security business was something that a lot of the industry expected would show up in Q1 and Q2, and we actually saw it appear more in Q3. But generally, the overall macro environment hasn't changed substantially throughout this entire year based on what we're seeing. And I want to make it clear that we're not saying that we're seeing a big change. We have seen softness in the macro economy since Q1, and we've been discussing it since then.

Yes. And you've been very clear on that, Matthew. Thomas, just a quick sort of a follow-up to what Matthew was just talking about. You talked about when you gave the outlook, and you talked about your caution in that outlook. I just want to make sure I understand what's implied in that outlook. Are you looking at similar effects due to the macro backdrop? Or are you expecting further deterioration?

We are talking about a subscription-based model. So a lot of the things we see in the third quarter and we'll see in the fourth quarter are the impact of when we started to talk about the macro climate going to change. When we guided for the fourth quarter, it's less the in-quarter impact of the business. It's just a flow-through of what already has happened.

I understand that. But do you expect to see the macro backdrop and its effects on your business deteriorate further, even if we can't see it, although we try? Or do you expect it to remain at the same level of softness that you've experienced over the last couple of quarters?

We do not assume an improvement in the macroeconomic environment. With the fourth and first quarter outlook, there's nothing that signals that it's going to get better anytime soon.

Next up, we'll take a question from Andrew Nowinski, Wells Fargo.

I just want to start with a quick follow-up to John's question. I was wondering if you could just provide any color around maybe your pipeline of renewals for Q4 because I assume Q3 was pretty big in terms of renewals. I'm wondering if you perhaps changed how you're handicapping the likelihood of those renewals closing in Q4 given the lengthening sales cycles you're seeing? And then I have a follow-up.

Yes, we have not observed any increase in overall churn across the business. It remains very strong. We have not altered our approach to the renewal forecast.

Keep in mind, most of our revenue still gets billed monthly and not annually. So we don't have this massive renewal quarter in the fourth quarter, at least not yet.

Got it. I want to delve a bit deeper into the security landscape and how demand is performing. Recently, we've heard from Fortinet about customers showing more typical purchasing behavior, such as not ordering firewalls a year in advance as supply begins to normalize. While this could be seen negatively as a shift in the security spending environment, it may also present an opportunity for Cloudflare. Customers may now be able to make more thoughtful purchasing decisions, allowing them to assess and implement more effective solutions like Cloudflare One. I'm curious how you interpret this change that the firewall vendors are discussing.

I believe there have been several significant challenges in the hardware sector for quite some time. This includes the effects of the Trump tax cuts, which incentivized capital expenditures, the onset of COVID that forced many companies to focus on immediate survival, and the supply chain crisis that led people to place orders for products they might not actually need. Historically, it’s clear that you cannot address the issues related to a distributed workforce or cloud solutions simply by shipping physical products or virtual ones. It just isn’t effective. Anything that helps restore rational decision-making in the market—without artificial incentives to keep investing in hardware—will ultimately benefit Cloudflare and similar cloud-based security providers.

Up next is Fatima Boolani, Citi.

Matthew, one for you, and then Thomas, one for you as well. Matthew, wanted to ask you about your pricing strategy, pricing philosophy question. So we heard a lot in your prepared commentary about the downshifting of customers or trade down from customers to some of your free solutions, which, of course, have better TCO in this environment. I'm wondering what's the rationale for you to maybe not, I guess, raise the floor on that so you can hold on to the paying customers? I'm just curious about how you're sort of thinking about that. And then I have a follow-up for Thomas, please.

So first of all, our pay-as-you-go business is a relatively small portion of our business. It's much less than 20% of revenue. I think that what we see as the value from that pay-as-you-go business is that those customers, whether they pay us something or not, end up being our biggest advocates and our biggest champions inside whatever large organization they operate at. So if you look at who are our largest customers and you go down the top 10 customers, almost all of them came to us originally because some technical leader inside that organization used Cloudflare's pay-as-you-go services, fell in love with us, understood us, and was able to adopt us as part of that. I think that, that benefit is so substantial to us that we always want to make sure that we're treating those customers well. So as Thomas said, while they may go from paying us $20 a month to not paying us something because gas prices went up, that isn't something that we're trying to optimize for. What we're trying to optimize for is that those customers love us, they understand us, and they take us to work with them. As they do, that's how we've been able to close so many of the Fortune 500. Behind almost every one of those Fortune 500 wins is a pay-as-you-go customer who advocated for us internally, and that is our secret sales force.

Fair enough. Appreciate you sticking to your ethos on that. Thomas, on the dollar net expansion rate discussion, I appreciate you shared some of the granularity on where some of the pressures are coming from there. But I'm curious from a product pillar perspective, if you can shed light on, are you seeing expansion levels moderate within the application services bucket or the network services bucket? Just kind of curious to get a sense of what future functionalities across your portfolio are more prone to that expansion velocity dynamic?

I think the first statement to make is, for us, this is a very true number. It's an all-in number covering our pay-as-you-go business, our mid-market, and our enterprise. As we just discussed over the last 50 minutes, different segments behave differently. We talked about pay-as-you-go customers churning off and becoming free customers; that is something that hinders the expansion across the cohort. We have seen foreign exchange headwinds from a billing and contracting perspective in overseas accounts. That would be reflected in an expansion number. We've talked about elongated sales cycles at the very high end in the very large cohorts, and if you go back to the KPIs we shared, where a lot of growth dynamics are happening, those cohorts are growing significantly faster than our average growth rate. So any movement we have in terms of sales cycles in the very large cohorts impacts DNR in the current quarter. But this does not take away from the opportunity we have in front of us, and it falls into the logic we've always had when we talk about DNR. We see a path forward to get north of 130%, but there will be movement around that number. It will not be a straight line that gets us there.

Operator, can we take a question from one last analyst, please?

Absolutely. Our final question will come from James Breen, William Blair.

Can you just talk a little bit about the M&A environment? I know you talked about getting to $5 billion organically, it seems with valuations coming down and given the cash you have, are there going to be opportunities out there to maybe add products or some scale in certain divisions around other companies?

Yes, Jim. I think our different companies are built in different ways. If you look at Cisco, they were very much an M&A and acquisition machine, whereas if you look at Apple, they do M&A, but it's usually for core technologies, not for products. I think we are much more like Apple than we are Cisco. We have watched as some of the competitors in the space have really tied themselves up in not building what is effectively a Frankenstein-type solution through a series of M&A, and they don't get the same level of efficiency that we do. I think we will always be biased against M&A and maintain a very high hurdle rate to do any sort of a transaction, which isn't to say we won't do transactions. When we find great technologies, great teams, and great ways to integrate like we did with Area 1, we will jump on that. As the valuations and multiples, especially in some of the private markets, continue to fall, we look at lots of deals. I don't think that has changed that relative to other companies; I think we're going to maintain a very high hurdle rate. We have optimized around internal development, and as Marc said in his responses, we believe we can get to $5 billion without having to build or buy any new products or companies. We think we have the right products in the bag today; it's just a matter of us continuing to execute on the go-to-market side.

And that does conclude our question-and-answer session. I'd like to hand things back to Mr. Matthew Prince for any additional or closing remarks.

Just wanted to thank everyone on Cloudflare's team for delivering what has been, again, another strong quarter. We're proud of the fact that we're protecting the U.S. elections, and we're standing by to make sure that they go off smoothly. I also want to specifically thank Chris for his nearly 10 years of service at Cloudflare, and appreciate all that he's doing to transition and get Marc on board. I want to wish Jayson good luck in his new role as CFO; hopefully, assigning all those SEC statements won't keep him up too much at night. I know he's going to do an amazing job going forward. Thank you all for being investors. I look forward to talking again next quarter.

Ladies and gentlemen, that does conclude this conference. Thank you all for your participation.