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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

Summary

DocuSign's third quarter fiscal 2022 earnings call on December 2, 2021, with CEO Dan Springer and CFO Cynthia Gaylor, reported revenue up 42% year over year to $545 million and subscription revenue up 44% to $529 million. Billings grew 28% to $565 million, which the company said was affected by a shift in customer buying patterns. On the call the company said that with the boost from COVID-19 over the past year and a half it had met customer demand at an unprecedented pace, but that demand slowed in the third quarter and the environment shifted more quickly than it anticipated. Non-GAAP net income was $121 million, compared with $46 million a year earlier, and free cash flow reached $90 million. The transcript is a ViaVid transcription that warns it may contain material errors.

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                    DocuSign, Inc.

Third Quarter Fiscal Year 2022 Earnings Conference Call

                  December 2, 2021
DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021




    CORPORATE PARTICIPANTS


    Annie Leschin, Vice President, Investor Relations

    Dan Springer, Chief Executive Officer

    Cynthia Gaylor, Chief Financial Officer



    CONFERENCE CALL PARTICIPANTS


    Sterling Auty, JPMorgan

    Bhavan Suri, William Blair

    Rich Bowen, RBC Capital Markets

    Stan Zlotsky, Morgan Stanley

    Kirk Materne, Evercore ISI

    Alex Zukin, Wolfe Research

    Karl Keirstead, UBS

    Scott Berg, Needham and Company

    Pat Walravens, JMP Securities

    Brad Sills, Bank of America



    PRESENTATION


    Operator

    Good afternoon, ladies and gentlemen. Thank you for joining DocuSign's Third Quarter Fiscal Year '22
    Earnings Conference Call.

    As a reminder, this call is being recorded and will be available for replay from the Investor Relations
    section of the website following the call. If anyone should require Operator assistance during the call,
    please press star, zero on your telephone keypad.

    I will now pass the call over to Annie Leschin, Head of Investor Relations. Please go ahead.

    Annie Leschin
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021


    Thank you, Operator. Good afternoon everyone. Welcome to DocuSign's Third Quarter Fiscal Year '22
    Earnings Conference Call.

    On the call today, we have DocuSign's CEO Dan Springer and CFO Cynthia Gaylor.

    The press release announcing our third quarter results was issued earlier today and is posted on our
    Investor Relations website.

    Before we get started, I’d like to let everyone know that we plan to participate virtually in a few events in
    the upcoming weeks: the UBS Tech Conference on December 8, and the Needham Conference on
    January 10. As other events come up, we’ll make additional announcements.

    Now, let me remind everyone that some of our statements on today's call are forward-looking. We believe
    our assumptions and expectations related to these forward-looking statements are reasonable, but they
    are subject to known and unknown risks and uncertainties that may cause our actual results or
    performance to be materially different. Please read and consider the risk factors in our filings with the
    SEC together with the content of this call. Any forward-looking statements are based on our assumptions
    and expectations to date and except as required by law, we assume no obligation to update these
    statements in light of future events or new information.

    During this call, we will present GAAP and non-GAAP financial measures. Non-GAAP financial measures
    exclude stock-based compensation expenses, amortization of acquired intangible assets, amortization of
    debt discount and issuance costs from our notes, and as applicable, other special items. In addition, we
    provide non-GAAP weighted average share counts and information regarding free cash flows and billings.
    These non-GAAP measures are not intended to be considered in isolation from or a substitute for, or
    superior to, our GAAP results. We encourage you to consider all measures when analyzing our
    performance. For information regarding our non-GAAP data, the most directly comparable GAAP
    measures and a quantitative reconciliation of those figures, please refer to today's press release, which
    can be found, again, on our investor website.

    Now, I'd now like to turn the call over to Dan. Dan?

    Dan Springer

    Thanks, Annie. Good afternoon and welcome to our Third Quarter Earnings Call. First, let me share the
    financial results.

    In Q3 we continue to see solid performance with our revenue and profitability. Revenue grew 42% year-
    over-year to $545 million, and operating margin reached 22%, exceeding our guidance. International was
    again a bright spot at 68% year-over-year growth and now 23% of total revenue. However, we fell short of
    our billings guidance, coming in at 28% year-over-year growth. We expanded our customer base to 1.11
    million and we continue to see strong dollar net retention of 121%.

    The market dynamics that we saw in the third quarter were markedly different from what we experienced
    in the first half of this year. With the boost from COVID-19 over the past year and a half, we experienced
    exceptionally high growth rates at scale as we captured customer demand at an unprecedented pace. As
    we moved through Q3 and into the second half of the year we saw demand slow and the urgency of
    customers’ buying patterns temper. While we had expected an eventual stepdown from the peak levels of
    growth achieved during the height of the pandemic, the environment shifted more quickly than we
    anticipated and these were the primary contributors to our billing results in Q3 and our outlook for Q4.

    Despite this, it is clear that we are still in the early days of the $50 billion Agreement Cloud opportunity as
    digital transformation remains a high priority for organizations worldwide. DocuSign is uniquely positioned
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    to lead and capture eSignature and the broader Agreement Cloud market opportunity given our strong
    brand-leading market position and product differentiation.

    Even as the pandemic subsides and people begin to return to the office, they are not returning to paper.
    eSignature and the broader Agreement Cloud are clearly here to stay and DocuSign’s value will persist
    no matter how the future of work unfolds.

    To continue to drive growth at scale, from new company acquisition to existing customer expansion, we
    need to ensure our teams are firing on all cylinders. We are doubling down on growth to counter recent
    trends by aggressively investing in two key strategic areas. First, we are increasing investment in global
    sales capacity, training and field enablement to speed pipeline generation with new business and to drive
    expansion within our customer base. We’re globalizing our marketing investments across direct and
    channel sales to drive brand awareness and qualified sales leads, both domestically and in our expanding
    international markets. As part of this effort, we are aligning our worldwide sales, marketing and success
    operations under Chief Operating Officer Scott Olrich. With this move, Chief Revenue Officer Loren
    Alhadeff and SVP of Customer Success Lambert Walsh will now report to Scott. In addition, Mike
    Sheridan, who has served DocuSign for over six years, first as CFO, and most recently leading our
    international strategy has moved on from the Company as of the end of November. I’d really like to
    personally thank Mike for all of his many contributions to DocuSign in key roles through critical stages of
    our development. We all wish Mike well in his retirement.

    With the substantial growth of these go-to-market organizations in the last year and a half, we believe
    these moves will drive a unified motion towards demand generation, demand capture and our overall
    growth.

    The second strategic area we’re investing is product innovation, which will continue to be an integral part
    of our success. I’d like to touch on how we are elevating our innovation efforts across our expanded
    portfolio of products that make up the DocuSign Agreement Cloud.

    Last month we enhanced DocuSign Notary so administrators can manage the availability of first-party
    notaries. One more reason we believe that DocuSign Notary will become the tool of choice for real estate,
    insurance and other financial service providers. A number of financial institutions, including Fidelity,
    added the service in Q3, but M&T Bank is my personal favorite early success story in the space.

    M&T Bank has been a customer since 2018, but their DocuSign use cases jumped from about 50 to more
    than 200, first with the introduction of ID Verification and now with Notary. That’s an obvious win for us,
    but the win for M&T Bank is they can now remotely notarize documents in less than seven minutes. The
    combination of eSignature, Identity Verification and Notary are game-changers for M&T’s 700 retail
    branches, and we’re hearing that it’s making a notable impact on their operating costs as well as a huge
    plus for their customer experience.

    Speaking of ID Verification, or IDV for short, last month we also launched an enhancement that lets
    customers add SMS reauthentication to IDV envelopes. So after signers pass an initial IDV, they enter a
    passcode delivered via SMS text to access the envelope, adding an extra layer of security that our
    customers value, along with added convenience to our customers’ customers.

    We’ve also made a number of important enhancements to our DocuSign CLM product this quarter,
    helping organizations automate manual business processes and improve efficiency with every
    agreement. Just this month we launched a full set of collaboration tools within the product to give users
    the ability to comment, tag others and assign tasks, all in the CLM UI.

    On top of those innovations, we continue to make significant enhancements across the entire Agreement
    Cloud, including new agreement actions with Google and Microsoft apps to automate the post-signature

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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    tasks, new delegated signing capabilities for our enterprise customers, and new tech to simplify invoicing
    using our popular product DocuSign Gen for Salesforce Billing.

    There’s plenty more ahead to extend our leadership position and guide our customers into the next
    generation of agreements as our steady drumbeat of innovation continues to set us apart.

    We are making significant investments in both product and platform innovation as we believe it drives
    customer success and positions us well for durable growth going forward.

    On the customer front, I mentioned earlier that we added 59,000 new customers in Q3, and I’d like to
    share two of them that are particularly relevant to our focus areas.

    One of our newest global customers, UPS, adopted an enterprise-wide initiative to modernize their entire
    contracting process with DocuSign CLM. Having previously used an alternative solution, their 9,000-plus
    person sales organization is now using CLM and eSignature products in conjunction with Salesforce, all
    integrated into one workflow. The successful deployment had led to a much faster and more efficient
    process with greater visibility. This is attracting the attention of other business units where we are actively
    exploring expansion opportunities. I think it illustrates that both eSignature and CLM can be effective
    onramps into enterprise businesses, and both can open the door for deeper cross-departmental adoption
    rates.

    Solarity Credit Union in Washington State is a business that prides itself on pushing the boundaries of
    technology to elevate the customer experience. Solarity first looked to DocuSign to better enable their
    residential mortgage process with DocuSign Rooms for Mortgage. Next, they began using DocuSign
    Notary as a standalone offering. Then, Solarity became the first DocuSign customer to fully integrate
    these capabilities, offer a completely digital solution for remote residential mortgage closing. I expect
    many more stories like Solarity as our customers move to differentiate their own customer experience
    with seamlessly integrated solutions.

    We’re also continuing to deepen our relationships and drive innovation across our already thriving partner
    ecosystem. Building on our collaboration of over a decade, we announced an expansion of our global
    strategic partnership with Salesforce. Together, we expect to build new joint solutions to automate the
    contract process, improve the customer experience, drive faster ROI and increase collaboration amongst
    organizations that use Slack, which is now a part of Salesforce.

    This expansion reflects the fact that Salesforce and DocuSign have consistently succeeded together as
    partners, which in turn has generated opportunities to partner in priority areas, such as Slack for
    Salesforce, and CLM for DocuSign.

    Following our eSignature integration with Microsoft Teams earlier this year, DocuSign is now also an
    official electronic signature provider in the Microsoft Teams Approvals app, adding to our integration
    across Microsoft Office 365 and Dynamics 365. This latest enhancements allows users to create, manage
    and share approvals directly from Teams, enabling them to streamline approval requests while keeping
    up to date on the status of approvals.

    To wrap up, we are proactively addressing the rapid change in demand trends that we are already seeing
    as we emerge from the pandemic by investing in the areas most critical to our future growth. Though
    we’ve adjusted our near-term outlook to reflect the uncertainties of the current environment, we have
    strong confidence in our vision and strategy. We are convinced that the growth opportunity for DocuSign
    remains largely untapped. We have products that are loved by our customers, and their customers in
    turn, and technology that is making a difference in the global speed of business as well as the health of
    our planet.


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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    If the last year has shown us anything, it’s just how early in the opportunity we really are. In the coming
    weeks and months you will see us focus our efforts and investments to drive growth at scale. While
    disappointed with my execution on billings this quarter, I am highly optimistic about our long-term growth
    and we remain one of the fastest growing enterprise cloud companies in history.

    We will continue to innovate across our platform as we lay the foundation for our future expansion across
    the entire Agreement Cloud.

    With that, over to you Cynthia.

    Cynthia Gaylor

    Thanks, Dan, and good afternoon everyone.

    After six quarters of accelerated demand, we saw customers shift their buying patterns in the third
    quarter. Revenue, profitability and cash flow remained strong while billings and dollar net retention came
    off their highs, especially in light of the tougher year-over-year comparables.

    As Dan mentioned, we had expected this to happen more gradually, and we saw a more notable shift in
    Q3 than anticipated.

    Total revenue increased 42% year-over-year to $545 million, while subscription revenue grew 44% year-
    over-year to $529 million.

    Our international business expanded at a healthy rate, especially in our Asia Pacific region this quarter.
    In total, international revenue grew 68% year-over-year to $128 million, contributing 23% of total revenue.

    Billings grew 28% year-over-year to $565 million, as we were impacted by the shift in customer buying
    behavior, accentuated by a particularly strong first half of the year.

    With that said, we brought on 59,000 new customers, bringing our total customer count to 1.11 million
    customers worldwide, an increase of 35% compared to a year ago. We also added over 11,000 direct
    customers, bringing the total to nearly 160,000, an increase of 41% year-over-year. Customers with an
    annual spend greater than $300,000 grew 45% year-over-year to a total of 785 customers.

    After an exceptional year and a half of customer growth, we continued to add customers at a solid pace.
    For the sixth quarter in a row we exceeded the high end of our historical range of dollar net retention,
    landing at 121% as our existing customers expanded their deployments of our product offerings.

    Total non-GAAP gross margin for the third quarter was 82%, compared with 79% a year ago, while
    subscription gross margin was 86%, compared with 84% a year ago.

    In Q3, non-GAAP operating margin reached 22%, or over $122 million, compared with 13% or $49 million
    in the third quarter of last year. Our Q3 revenue growth continued to outpace our ability to invest at a
    similar rate in-quarter. In addition, the delayed reopening of our offices led to lower than expected travel
    and entertainment expenses. As Dan discussed, we are committed to investing for future growth with a
    focus on optimizing our go-to-market efforts around demand generation, along with customer success
    and accelerating our product development and innovation engine.

    Non-GAAP net income for Q3 was $121 million, compared with $46 million in the third quarter of last year.

    We ended the quarter with 7,056 employees, an increase of 32% over last year.


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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    Operating cash flow came in at $105 million, or 19% margin, due to continued top line outperformance.
    This compares with $57 million, or 15%, in the same quarter a year ago. Free cash flow reached $90
    million or 17% margin in the quarter, compared to $38 million or 10% in the prior year.

    We exited Q3 with $908 million in cash, cash equivalents, restricted cash and investments.

    Now, let me turn to guidance.

    Coming off of the strong growth we experienced in the first half of the year, we have done rigorous
    analysis to understand the current dynamics. As a result, we are maintaining our Q4 subscription revenue
    guidance and adjusting billings to take into account the risks and opportunities we see in the business.

    For the fourth quarter and full year Fiscal 2022, guidance is as follows: total revenue of $557 million to
    $563 million in Q4 or growth of 29% to 31% year-over-year, and $2.083 billion to $2.089 billion for Fiscal
    2022 or growth of 43% to 44% year-over-year. Of this we expect subscription revenue of $544 million to
    $550 million in Q4 or growth of 33% to 34% year-over-year, and $2.017 billion to $2.023 billion for Fiscal
    2022 or growth of 46% year-over-year.

    For billings, we expect $647 million to $659 million in Q4 or growth of 21% to 23% year-over-year, and
    $2.335 billion to $2.347 billion for Fiscal 2022 or growth of 36% year-over-year.

    We expect non-GAAP gross margin to be 81% to 82% for both Q4 and Fiscal 2022. We expect non-
    GAAP operating margin to be 17% to 19% for Q4 and 19% to 21% for Fiscal 2022.

    We expect to see a de minimis amount of interest and other income. We expect a tax provision of
    approximately $3 million to $4 million for Fiscal 2022.

    We expect fully diluted weighted shares outstanding of 205 million to 210 million for both Q4 and Fiscal
    2022.

    In closing, DocuSign has become a critical component of organizations’ digital transformations around the
    globe. While there may be some short-term fluctuations, we remain confident in our long-term growth
    strategy and steadfast in our commitment to top line growth as our first priority.

    Thank you for joining us today. We will now open up the call for questions. Operator?

    Operator

    Thank you. We will now be conducting a question-and-answer session.

    Thank you. Our first question comes from the line of Sterling Auty with JPMorgan. Please proceed with
    your question.

    Sterling Auty

    Yes. Thanks. Hi guys. I am wondering at this point what’s the sense of visibility that you’ve got in the
    business as you exit this year moving into next year? Because the billings guidance at 21% to 23% would
    kind of imply a growth rate that was actually slower than what it was pre pandemic. So, just wondering if
    this is just kind of like a whiplash effect coming post pandemic. Any sense of what visibility you might
    have for growth as we exit the year would look like?

    Dan Springer


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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    I don’t think we’re going to be providing guidance for next year, as you would probably expect, Sterling,
    but let me talk a little bit about sort of the sources of the change and hopefully that will be able to give you
    some perspective on how we think about it.

    As we talked about in the comments up front first half of this year, we actually expected to see more of
    that impact coming out of the kind of the COVID extra demand we had experienced and we didn’t, right?
    So we ended up outperforming in the first half by probably more than we expected. But in the second half
    we saw this now come in much more dramatically in terms of that impact of the removal of that tailwind, if
    you will. I think there’s sort of two components to it.

    One, that there is just sort of a change in the buying urgency we’ve seen from customers and throughout
    the COVID era we had a lot of folks who really needed to get things in place, particularly if they had a
    large part of their employee base working from home and needed to leverage the benefits of the work
    from anywhere solutions that we have at DocuSign.

    Then I think the second component to that is there was sort of a change in the nature of some of that
    buying and we had realized that as we were an organization that had started to more fulfill the demand
    from our go-to-market, and we were doing less of what we had typically done, which was really
    generating more demand and thinking about that land and expand motion we’ve talked to you for years
    about. I think that was the piece that executionally we did not forecast for because we would never
    forecast that we would sort of take our eye off the ball there, and I kind of own that aspect of it where we
    realized we were not doing all the other motions we had done in the past, and that’s as you see part of
    the reason we’re restructuring ourselves a little bit, to make sure we can get back to the mode that we
    have always been a successful part in driving that growth.

    I think you have to look at those as the kind of core components that describe what has changed and
    that’s why, if you look for the second half we will have a slower billings rate than we’ve had traditionally.
    And I think it’s our expectation that in the future we want to go back to the old mode and really go after
    creating that demand in working with our customers that we’ve always done.

    Sterling Auty

    Got it. Then maybe one follow-up. Can you characterize the magnitude and the timing of the investment
    that you’re going to make in sales so we can think about what the margin profile impact from that, as well
    as sales for you guys usually ramps a little bit faster than traditional enterprise software, but trying to
    gauge when those new sales resources might actually contribute to an improvement in that top of funnel
    lead generation.

    Dan Springer

    My view is—and again, Cynthia can give you some more details on the P&L aspect of it—it’s not so much
    a dramatic shift in the way we’re thinking about our investment in sales. I think this is more about the
    quality of the execution and the coordination as opposed to a dramatic dollar impact. We’re going to
    continue to invest in the—achieve that apex of the growth opportunity, but I feel like we’ve been doing
    that historically as well and we have become much more efficient with that scale; there’s a lot in our
    model that’s super attractive, and if anything, as you heard Cynthia describe in the comment, we’re more
    profitability in this last quarter even than maybe we would have liked, if that’s not an oxymoron to
    describe. We do want to put more money to work and driving the growth, but I wouldn’t think of it as some
    sort of step function that should dramatically change your view of our P&L over time.

    Cynthia Gaylor

    Yes, and I would just add to that, echo Dan’s comments about investment for growth. We’ve been talking
    about the past few quarters that we wouldn’t expect to maintain these type of operating margin levels.
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    We’re kind of at our long-term target margin a lot sooner than we were expecting to be, mainly because of
    the top line outperformance. So we’ll continue to invest for growth and we would expect that margin to
    continue to come down as we do that.

    The other piece that I would just mention, as Dan said, the investments that we’re making are not a step
    function on the sales and marketing side, but one area that we are very focused on is enablement. Right?
    If you think about the number of people and field folks that we have hired over the course of 18 months,
    they’ve really only seen kind of one type of customer demand and that’s kind of urgent demand. So one
    thing that we will be investing in is making sure we’re enabling folks to generate demand in addition to
    capture the demand that we have.

    Sterling Auty

    Understood. Thank you.

    Operator

    Our next question comes from the line of Bhavan Suri with William Blair. Please proceed with your
    question.

    Bhavan Suri

    Great. Thanks for taking my questions.

    Dan, I guess just one more to follow-up on Sterling’s first question about the billings. I guess maybe it
    would be great if you can give us some color if there was specific verticals where you might have seen
    some of this delay or slowdown in purchasing behavior? I guess just trying to understand given which
    industries are first ones to transition, were those the ones where there might have been a delay or the
    ones that might have benefited from COVID—financial services, whatever. I’d love to sort of get a little
    more color on the industries.

    Then sort of as you look at those industries, it feels like they should have transitioned to a more proactive
    ‘We need DocuSign’ as opposed to having the sales people service them and sort of the government or
    the newer verticals that need sales people. Just sort of help me to understand that dynamic too in the
    industries that might have been driving some of the impact on billings.

    Dan Springer

    Yes. In your question, the sort of proposed answers is prescient, right? I think you nailed the
    phenomenon. Last year, if you thought about the areas where we had just considerable outperformance
    from what we’ve expected pre COVID, it was in industries that had actually been traditional strongholds
    for DocuSign but they just accelerated. We saw that in financial services. We saw that in healthcare life
    sciences. We saw that in some of our technology, telecom technology areas. That was by far the biggest
    drivers last year, and that is where in Q3 when we started to see that change in demand where we saw
    the most notable impact in the other direction. Not surprising given that if you understand how we
    explained the phenomenon of that sort of acceleration of demand that occurred over a number of quarters
    that that would be the place where there would be the biggest reaction in the other direction.

    Bhavan Suri

    Obviously that makes sense. I guess the second part of my question, as you think about these sales
    investments, there’s a number of industries where—real estate, let’s pick on that one—where pretty much
    everyone gets the value and it’s generally a DocuSign request that comes through with mortgages or refis
    or whatever. But I guess when you think about sales investments specific industries where you guys are
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    targeting where you think the penetration rates are low or there’s low-hanging fruit, or are you investing
    across all of these industries because there’s still demand in, say, real estate or financial services or
    account opening or whatever?

    Dan Springer

    We are still underpenetrated in every geography and every vertical. When we look at kind of the construct
    that we’re doing about $2 billion of revenue this year, and the bulk of that is still signature-centric, and we
    think about the TAM as being $25 billion, it’s just lightly penetrated. I don’t think there’s any sort of sense
    of in financial services or healthcare life sciences we’d be slowing the push there. I think what we need to
    do is execute effectively, as I described earlier, in those verticals where we already have good footprints,
    cross-sell opportunities into additional parts of that vertical, like other departments where we haven’t yet
    penetrated them in certain accounts.

    So, I don’t think you should think that we’re only going to be aggressively investing in verticals that hadn’t
    been our traditional strongholds; we think there’s a lot and a lot of room to grow in the traditional
    strongholds as well.

    Bhavan Suri

    Got you, helpful. Thanks for the color.

    Dan Springer

    Yes.

    Operator

    Our next question comes from Rishi Jaluria with RBC Capital Markets. Please proceed with your
    question.

    Rich Bowen

    Hi. This is Rich Bowen on for Rishi.

    I guess just kind of breaking down the slowdown on the regional side, it looks like in 3Q international
    growth held up pretty well. Is there anything from an international versus U.S. perspective you could call
    out as we kind of move forward and how we should think about it?

    Dan Springer

    Yes. I’ll talk about the historical first and then we can talk about the future.

    On the historical side it’s boringly a little bit of the same answer I just gave under vertical, right? Last year
    we really outperformed our expectations more in the United States than even we did, and there was great
    growth internationally and international sort of took share, but we expected it to take even more share
    because we had this extra sort of COVID boost that was more dramatic in the U.S. So, similarly, as we
    look at Q3 and really into the whole second half of this year, that’s the area where we see the hit being
    the hardest is in North America. I think it’s, again, for the same reasons that the vertical explanation made
    sense, it’s the same reason on geography. That’s sort of what’s happened.

    Going forward, again, while we are dramatically more successful and 77% of our revenue this quarter
    came from our home market, our belief is that we are dramatically underpenetrated still in North America,
    and so we will continue to be putting a focus on investment and growth in our overall go-to-market in
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    North America, for sure. It is true, we believe, international, because we were slower to get there—and if
    you think about in the past we’ve always talked about it that it’s not that it’s developing dramatically
    differently internationally than it is in North America; it’s just that we got there later and that’s why it’s even
    at higher growth rates than we see here in North America. Our expectation is we will continue to execute
    well there and our aspiration is to continue to see our international markets take share in our overall
    revenue as they did ticking up to 23% this quarter.

    Rich Bowen

    Okay, great. That’s super helpful.

    Then I guess just kind of it looks like there’s going to be some gross margin improvement factored into
    the guidance there, and just kind of wanted to maybe dive a little bit deeper on the gross margin side, if
    there’s anything underlying from a product mix standpoint or anything to call out there.

    Cynthia Gaylor

    I think there’s nothing material. I think the gross margin guide is in line with where we’ve been performing
    the last few quarters and so we would expect that continue.

    Rich Bowen

    Okay, great. Thanks.

    Operator

    Our next question comes from the line of Stan Zlotsky with Morgan Stanley. Please proceed with your
    question.

    Stan Zlotsky

    Hey guys, good afternoon and thank you so much for taking our question.

    Maybe just help me parse out the commentary around demand slowdown versus some of the
    investments that you’re going to be making into the sales organization. You mentioned sales enablement.
    I guess what I’m trying to understand is how much confidence do you have that the—if there’s this
    demand deceleration or slowdown that it’s something that you’ll be able to truly fix by really doubling
    down on things like sales enablement and just the overall sales organization?

    Dan Springer

    I think they’re sort of two different things. If you want to think about the three different factors, Stan, that
    we talked about in terms of the change from first half to second half, we always expected there to be a
    reduction of that really heightened COVID buying which drove our growth rates dramatically higher than
    they had ever been, even as we got bigger. We expected that.

    I think the piece that we didn’t expect are really the other two factors. The one is while we would expect
    people to sort of return to sort of normalcy in purchasing, we didn’t realize that they had been sort of well
    stocked with DocuSign, if you will, and we saw some of that purchasing behavior where people were, as
    you said, in that heightened demand model, probably purchasing more aggressively than we would have
    seen in the past, and I don’t think that was one—it was very difficult to sort of understand and calibrate
    that, and we’ve seen that in the behavior now.


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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    Then the second piece that gets to the investments you were describing is really around our execution
    there. The reason I have a high degree of confidence in our ability to be successful now in a sort of post
    COVID or normalized environment, it’s because that’s the success we had before COVID. Right? I think
    as I’ve talked about before, I think the gap as I think about leading the organization there, as it got easier
    to sort of meet that demand versus generate that demand with that good work we do where we work with
    our customers and we understand the use cases where we can expand with them, we help them see
    those opportunities, and then we help fulfill against those opportunities. We stopped doing that as people
    just used more and more volume for their existing use cases, right? I think that’s the gap in our execution
    and as Cynthia described, a huge portion of our field has joined since the pandemic began because
    we’ve been growing at such a rate, and we haven’t done the job we need to do at enabling them at the
    traditional DocuSign sort of land and expand processes.

    So, it is sort of a back to the future mindset for us and we have to get back to that discipline that we’ve
    always had in the past and that’s why I, again, have that high degree of confidence. It’s not a new territory
    for us; it’s one we’re very familiar with.

    Stan Zlotsky

    Got it. Then just the weakness that I think that we were all referring to now is mainly seen around
    eSignature because that was the big beneficiary last year, but what are you seeing around just the
    broader Agreement Cloud and the momentum with the CLM space—SpringCM and Seal acquisitions that
    you made? When could those components start to really come online in a more minimal or meaningful
    size to try to maybe offset some of the challenges we’re seeing now on the eSignature side?

    Dan Springer

    Yes. Two things. One, it’s a little bit of a complexity as you think about those. Remember what we talked
    about last year that when the focus of our customer base was you just have to help us get these
    eSignature use cases up quickly, we became very much a fulfill/demand oriented company and we took
    some focus away from some of the broader Agreement Cloud other offerings because our customers
    were pulling us. I think that was the right course. We are a customer success oriented company and we
    needed to focus on that.

    So I think now we see ourself having come out of sort of the COVID period and coming out of the first half
    where we see that demand changing, you will see us I would say reaccelerate and re-emphasize our
    focus on the other Agreement Cloud products. I think that we’re putting a lot of focus on not just the
    product development but also the go-to-market there, and I think you’re going to continue to see growth
    and acceleration. We believe the Agreement Cloud products will take share from Signature, and I think at
    this point because of the scale of the eSignature business relative—and I don’t just mean our piece where
    it’s rarely dramatic, but even in the marketplace, things like CLM are just much smaller developed
    opportunities today. So the ability to sort of becoming meaningful to our financials is going to take a while.
    But that’s how I think about our focus and why that’s so strategically important to us to build out the
    overall Agreement Cloud.

    Cynthia Gaylor

    The one thing I would add to that, as Dan said, eSignature does comprise the vast majority of our
    revenue, but we also have a really big install base, and so one thing that we’re really encouraged by is
    some of the traction we are seeing with CLM and some of the Agreement Cloud products and customers
    that have had success with eSignature moving to kind of a more strategic dialogue around the broader
    Agreement Cloud, so we continue to see positive traction in that area even though it won’t show up in the
    numbers for a while.

    Stan Zlotsky
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021


    Got it, helpful. Thank you, guys.

    Operator

    Our next question comes from the line of Kirk Materne with Evercore ISI. Please proceed with your
    question.

    Kirk Materne

    Thanks very much. Dan, could you just talk about maybe why this quarter. Is there anything specific
    about 3Q? I know you had a tougher comp, but is there anything seasonal? Are people taking more
    vacations? I’m just trying to get a sense of why was it this quarter that sort of execution wasn’t where we
    you wanted it to be? Was it just sort of pipelines got pulled down in the first half and you weren’t able to
    reload them? Do you think there was a certain environmental factor that maybe added to some things you
    might have been able to do a little bit better?

    Dan Springer

    You know, Kirk, at a personal level, believe me, I’ve spent some time trying to figure out how the external
    factors have caused this more than my performance. Unfortunately, as we’ve looked at it, I think the core
    answer to the timing of why now comes back to some of the reasons we talked about the earlier—the
    reasons we talked about earlier. There was definitely some expectation we would have seen more of this
    in the first half, and it just didn’t happen. I just think it was momentum coming out of that sort of pandemic
    driven demand that lasted a little bit longer than we thought. If you think about some of the guidance
    Cynthia gave earlier in the year, we actually outperformed it by more than we did think, and why it exactly
    hit more aggressively in Q3, I don’t think we have some sort of precise answer for that. We looked at all
    the things like one-time use cases, and as we’ve told you before we saw that there were some, like PPE
    loans, there were some of those, but that’s not a significant driver of that kind of shift in demand, and we
    really do believe it’s this core phenomenon of the demand was aggressive and we got focused on
    meeting that demand and so when that demand kind of started to come back to normalized we weren’t
    ready, we weren’t executing. We hadn’t taken all those new folks that had only joined in the time of that
    meet demand sort of mode and we didn’t shift fast enough back to a mode of our normal generating
    demand.

    Even with a very large TAM, you still need to sell, right? You still need to go out, meet customer demand,
    figure out how our use cases will drive their great ROI, and then execute against that. That really is the
    underpinning. So I wish I could think of some external things that made Q3 happen. We did have 63%
    billing growth Q3 last year, so I would love to sort of try to point to that and say tough compare, but the
    real—the underlying story here is that we did not execute in our field the way you should expect us to
    execute, and we’ve got to own that and we’ve got to fix that, and that’s why we’re putting the focus as we
    talked about at the beginning of the call on that execution.

    Kirk Materne

    I appreciate the candor.

    Cynthia, maybe just one for you. As you’re going through some of these changes, does anything change
    in terms of I know you’re going to continue to invest for the long term, but do you slow that down perhaps
    a little bit as some of these sales changes kind of harmonize? I guess does anything change from a sort
    of investment perspective in the near term, knowing that longer term that you’re still in the early innings of
    the opportunity? Thanks.

    Cynthia Gaylor
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021


    Yes, for sure. We’re still investing for long-term growth and we feel really good about our long term
    opportunity just given how big the market is, our position and brand in the market, and we feel like we’re
    in the early innings. We’ll still continue to invest for growth.

    I would point out, though, our margin has been outperforming because the top line outperformance, but
    also it’s really hard to invest in-quarter when you’re seeing that, so we have some catch-up to do that
    you’ll continue to see us do as we move forward.

    The other thing I might just mention is that this shift did happen more quickly than we were anticipating,
    right? We had been expecting kind of a more gradual step-down, and I think given some of the things that
    Dan was talking about did happen more quickly than we were thinking it would.

    Kirk Materne

    Thanks.

    Operator

    Our next question comes from the line of Alex Zukin with Wolfe Research. Please proceed with your
    question.

    Alex Zukin

    Hey guys. I’ll probably stick to the theme of the call and maybe just try to get at the slowdown from a more
    geographical perspective first. Were there any regions or geographies or even domestically any areas
    that may have been impacted more than others?

    Then the other question is, given this happened faster than you anticipated and it sounds like it will take
    at least a few quarters to kind of fully right the ship, A, are you contemplating any meaningful adjustments
    to sales leadership or organizational structure, and just territory alignment? Because it does feel like
    given the sales cycles for these larger contracts are at least six to nine months, this could be something
    that impacts you at least until you anniversary Q3 of next year. Just get a better understanding of how
    long, those elements, I guess.

    Dan Springer

    I’ll hit each of those two buckets in terms of structure as well as the verticals and geographies.

    Yes, similar to some of the other commentary, I think the right way to think about it is, again, the things
    that were toughest for H2 of this year are going to be the areas that were dramatically strong all last year
    and H1 of this year. And from a geography standpoint, that’s basically the U.S. From a verticals
    standpoint that’s going to be healthcare life sciences, that’s going to be financial services, banks,
    insurance companies, etc., and a little bit on the technology telecom side. We just clearly see that in the
    data.

    In terms of our structuring and our team, I think we have the right people at DocuSign to build this
    business. I don’t think we executed well in coming off the pandemic. I don’t want to try to at all use this as
    an excuse but we’ve never had anything like this pandemic in my professional career. I don’t think we
    knew exactly how to think about it and how to forecast it; we clearly didn’t forecast it as well as we could
    or should have. But it was not, again, something that I would say to our team, ‘How the heck didn’t you
    see this coming? How the heck didn’t you see this coming in this way, in this timing?’ because we just
    never had anything comparable to it.

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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    That said, I have a lot of confidence in the team we have because for the last five years we have built an
    incredible franchise and pre pandemic we were growing at very strong rates and taking that leadership
    position that we have and furthering it. I am highly confident we will go back to that level of execution and
    that quality of execution with the team.

    We did talk about the structuring question around getting our overall go-to-market aligned more
    aggressively and asking Scott to take on that role, which I think is important. We see that we want to put
    urgency, particularly to your point at the enterprise you’ll see those longer cycles. You don’t see that in
    our SMB or obviously in our web business, so that is something I think we can see faster impact. But I do
    think we have the right people and the right mode. We know how to run this business effectively and we
    have to think about this. We had a blip and we have to get back to the strong DocuSign way of executing.

    Alex Zukin

    Perfect. Then maybe just a separate topic, retention, attrition and renewal rates. Can we talk about what
    did you see there? Was there any companies that maybe to the point that you were making they
    prebought a lot of capacity that they maybe no longer need as they return to work, or any dynamics there
    that we should kind of take into account from a comparable perspective as we think about the next few
    quarters?

    Dan Springer

    Yes. Customer health is very strong and to be clear we didn’t have customers leaving DocuSign or
    anything close to that. We have had continued very strong customer success orientation, and therefore
    very strong customer success performance which leads to stay and want to buy more. However, what we
    weren’t as successful at as getting as much of the cross-sell and upsell opportunity and so from a churn
    standpoint we don’t sort of publish churn numbers, per se, like that, but we have actually seen our
    performance against the churn be very attractive for the goals, and our goal is actually over time even at
    scale to lower the churn. I would focus you looking at the net retention, the 121% number. Our historical
    range is 114% to 119%. That obviously elevated with the pandemic, but it’s still performing at above that
    historic range, and I think we think we’ll be at or near the top of that range for the foreseeable future.

    I think the customer health is still very, very strong.

    Cynthia Gaylor

    Yes, and I would clarify our historic range is 112% to 119%, but Dan is spot on. There were customers
    kind of digesting what they had purchased and that certainly played a factor given the strength we’ve
    been seeing in the first half of the year, but the health of the business and the health of the customers is
    strong.

    Alex Zukin

    Perfect. Thank you, guys.

    Operator

    Our next question comes from the line of Karl Keirstead with UBS. Please proceed with your question.

    Karl Keirstead

    Thanks. Hey Dan, I think everybody on the call appreciates the contributions that Mike Sheridan made
    first as CFO and then heading up international. Do you mind just taking a minute? What were the
    circumstances under which Mike left DocuSign? Thank you.
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021


    Dan Springer

    Yes, for sure. I wish Mike were here, we’d do it together.

    Mike had a fantastic role as our CFO and I sometimes jokingly have said to folks when we were a private
    company and said, “Gee Dan, you showed up and you really turned around the profitability of this
    business,” and I would sort of jokingly say, “Yeah, Mike Sheridan did that because he got here a year
    before I did and by the time I got here I just got to enjoy the results of what the Finance team had done.”
    Mike had been absolutely pivotal to the success of the company in that role.

    When we made the decision a year and a half or so ago that it was an opportunity for us to think about
    the future and think about the new leadership we wanted to have for our Finance organization and
    obviously we brought Cynthia in at that time, we felt that Mike still had a lot of value because his
    knowledge of our business and his strength as a business executive, and we had an opportunity where
    we thought we could do better at sort of driving the strategy of our international growth, and Mike played
    an important role in helping us think about that.

    The international teams didn’t report in directly to Mike; Mike led the international strategy and brought
    fantastic insight to how we could continue to enhance that growth, and I feel good about that contribution
    he played to some of those numbers we’ve been talking for growth.

    But we always knew this wasn’t a full-time sort of operating role but it would be a transition where we
    would have him here for a period of time. We didn’t have an exact timing. We just sort of figured once we
    felt good that we had the right teams in place—we’ve really strengthened our leadership in both EMEA as
    well as APAC and brought in the folks that we think as part of our operating teams will lead us to where
    we want to go.

    That was how we sort of came to the timing, and I think Mike and I have been something we’ve talked
    about really over a year now, but in the last several months came to the conclusion that now was the time
    and we were ready, and as we got ready for the new year, going through the planning cycle, we wanted
    to have those operating people take full responsibility.

    Karl Keirstead

    Got it. Okay. Thank you, Dan.

    Operator

    Our next question comes from the line of Scott Berg with Needham. Please proceed with your question.

    Scott Berg

    Hi Dan and Cynthia, thanks for taking my questions here.

    Dan, I wanted to pivot a little bit on the sales side from all the questions, but more towards the channel. I
    know you had mentioned a couple of different times about taking ownership of some of the execution and
    I get a sense that’s more from some of your direct sales, but can you talk about what channel contribution
    was like in the quarter? There have been similar changes there as to your own direct sales force.

    Dan Springer

    Yes, the channel side it’s always tricky because as you know there’s sort of the challenge on exactly
    attributing what portion of each sale occurs to a partner motion in some situations versus direct, and most
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    of ours end up being sort of a hybrid model. We don’t have a channel business per se where we’re not
    involved and we just sort of license the product and someone else goes and runs that business; we tend
    to collaborate broadly with most of the great SaaS companies out there. So from that standpoint it’s a little
    bit more of an indirect model that way.

    We talked about some of the partner successes on the call. We are very motivated by the success we
    see in our Salesforce partnership. They’re one of our strongest partners historically, and we see a ton of
    opportunity in co-investment there. If you happened to go to Dreamforce you would see there was just a
    few companies that they positioned as key partners and DocuSign was one of them, and we appreciated
    that support that they give back to us.

    Microsoft is an area where I think we’re making good progress. We’re getting some of the technical
    pieces right, as I talked about, particularly around Teams, but Satya and I would both I think say we’re
    disappointed that we haven’t done better in building our joint partnership. It’s something we both spent
    time on and the fact that we’ve got Satya leaning in at all is a testament to the opportunity, and now on
    both sides we have to do a better job executing there.

    SAP is another model where we’ve had great success and continue to see impact on serving our joint
    customers well together.

    Those are probably ones I would sort of maybe hit as some of the highlights, but there are other SaaS
    companies, the Workdays of the world, the ServiceNows that we see the same kinds of opportunity to
    build those really strong integrations and those strong go-to-market partnerships.

    Scott Berg

    Great. That’s all I have. Thanks for taking my question.

    Dan Springer

    Sure.

    Operator

    Our next question comes from the line of Pat Walravens with JMP Securities. Please proceed with your
    question.

    Pat Walravens

    Oh great, thanks.

    Dan, can I ask sort of two specific ones? The first one is when you’re talking about customers digesting
    what they had purchased, that just makes me wonder did usage actually go down? Do you guys—you
    must track that.

    Dan Springer

    Usage is up. We don’t have any reductions in usage on the platform.

    Pat Walravens

    Okay. Then my sort of specific second question, I’m just reading some of the Glassdoor reviews here
    which I know you take really seriously. It seems like Q3 was tough on your salesforce. Do you need to
    adjust quotas or compensation plans given what you guys saw happen in Q3?
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021


    Dan Springer

    I don’t know. At a macro level I’d say I don’t think so. I really believe the core of the sales execution was
    us not doing the enablement that Cynthia referred to earlier so that the new folks in our sales organization
    understand the traditional DocuSign way of selling where we’re out with our customers and we’re looking
    for those cross-sell opportunities, we’re identifying the new use cases, and that has created the
    opportunities for people to be very successful, and we’ve had very high retention relative to other SaaS
    sales organizations.

    In this year, I do think that we saw the phenomenon where people got more in the mode of meeting that
    demand because of the heightened demand, and without finding new sources of value for the customer
    we were able to see that growth. So I think we probably are going to have some people in our sales
    organization that are going to say, “Maybe I’m not able or not interested in learning the new mode,” but I
    think the vast majority of them will say, “I joined DocuSign because it’s a great company,” and to your
    Glassdoor point we have incredibly high Glassdoor ratings, and I think that they’re going to say, “I want to
    be part of this organization. I want to learn and grow to be a more enabled and stronger sales
    professional.” And we think we provide an opportunity for people here to really become fantastic in doing
    the work of their lives.

    I don’t think the answer is that quotas were not structured correctly. I think we’ve pretty much had very
    strong consistency in our quotas, really over the last several years. They got a lot easier last year and
    they went back to normal this year. But if we do our right job on execution, around enablement, I think
    we’ll get back to a very high set of our field sales being successful.

    Pat Walravens

    All right. Great, thank you.

    Operator

    Our next question comes from the line of Brad Sills with Bank of America. Please proceed with your
    question.

    Brad Sills

    Great. Thanks guys for taking my question. I wanted to ask just one on Notary and Analyzer. I know the
    broader Agreement Cloud seems the further out, but these solutions seem like they could really help you
    as you repivot back towards that customer success to drive more expansion. Do you feel like you have
    more in your arsenal of kind of upsell to the customer in the way of product with those two in particular?
    That could perhaps get you back on track with that expand motion.

    Dan Springer

    Yes, I actually think Notary in particular I think is a very significant opportunity to do what you said. I don’t
    want to lose the point that Cynthia made that, again, the amount of Notary it would take to significantly
    change, to your point, sort of get back on track with the overall level of growth. That would be a tall ask,
    right, because it’s starting—that’s a business if you think about remote online notary. It was virtually
    nonexistent as a space really until about a year or so ago, so I think that this is a huge growth opportunity
    for us. And I think that the activity that we’re seeing in this fourth quarter around Notary is very high.
    There’s a lot of interest and I think particularly if you go back to the last questions, the last couple of
    questions around the sales organization, I think we have a sales team now that says, “Ooh, this is
    exciting. I have new things I need to sell,” but it’s also, “I need to change my motion,” and it’s not just
    about getting an eSignature upsell, but it’s about getting an eSignature upsell, an eSignature cross-sell
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DocuSign, Inc. – Third Quarter Fiscal Year 2022 Earnings Conference Call, December 2, 2021

    and a cross-sell opportunity into some of the exciting new products in the Agreement Cloud. I do think
    you’ll see significant success there.

    Brad Sills

    Great. Thanks for that, and one more if I may. Just it looks like customer count held in real nicely here, so
    it didn’t seem like you had really any impact there. What are you seeing with that cohort of new customers
    that are coming on? Is there any change in kind of where they’re landing and potential for more upsell
    down the road with some of these newer customers that you signed this quarter?

    Dan Springer

    It’s early to think about cross-sell to the ones that joined this quarter; we’re just getting them onboarded.
    But a couple of thoughts for you on how to think about that aspect of the business. I think new customer
    adds were strong and I think we feel that the core motion of signing up new customers is going to
    continue to be a strength for us. I think that if you think about the gap I described where we weren’t
    executing as well as we could on the sort of cross-sell type behavior, if you think about the customers that
    have come in recently, they have also not been effectively cross-sold, right? I think if you think about the
    different cohorts we have an opportunity to significantly enhance our performance by going back to those
    that have joined in the last year, and usually it does take a few quarters for them to sort of digest getting
    onboarded and the first use cases they bring onboard. But then usually when you start getting three, four
    quarters out, it’s an ideal time for us to go back and say, “Hey, let’s look at the opportunities to expand.”

    So, I’m really excited that for both these customers coming on in Q3 but more importantly the ones that
    have come on in the last few quarters, we have a significant opportunity there.

    Brad Sills

    Great to hear. Thanks, Dan.

    Operator

    Ladies and gentlemen, unfortunately we have run out of time for the question-and-answer session. I will
    now turn the call back over to Dan Springer for closing remarks.

    Dan Springer

    Thank you.

    Hey, as we saw in Q3, there will be fluctuations from time to time in our business. We haven’t had one in
    our almost four years as a public company that’s been in any way notable. But with the leadership
    position we have, having over a $50 billion TAM that we feel is very addressable, I have never been more
    confident about DocuSign and optimistic about the big growth opportunity we have ahead. I look forward
    to the opportunity to chat with you all in the coming months, and thank you very much for your support.

    Operator

    This concludes today’s conference and you may disconnect your lines at this time. Thank you for your
    participation.




                                                                                                                                           18
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