Workday (WDAY) 10-K risk factor changes: FY2021 vs FY2020

You should [removed: consider] carefully [added: consider] the risks and uncertainties described below, together with all of the other information in this report, including the consolidated financial statements and the related notes included elsewhere in this [removed: report,] [added: Annual Report on Form 10-K,] before making an investment decision.

Our applications involve the storage and transmission of our customers’ sensitive and proprietary information, including personal or identifying information regarding our customers, their employees, customers, and suppliers, as well as [removed: financial] [added: financial, accounting, health,] and payroll data and other sensitive [removed: business and personal] information.

As a result, unauthorized access, acquisition, use, or destruction of this data, or unavailability of data, could expose us to regulatory actions, litigation, investigations, remediation [added: and indemnity] obligations, damage to our reputation and brand, supplemental disclosure obligations, loss of customer, consumer, and partner confidence in the security of our applications, destruction of information, [removed: indemnity obligations,] [added: an increase in our insurance premiums,] impairment to our business, and resulting fees, [removed: costs,] expenses, loss of revenues, and other potential liabilities.

Cybersecurity threats and attacks are often targeted at companies such as ours and may take a variety of forms ranging from [removed: individual and] [added: individuals or] groups of [removed: hackers] [added: hackers, including those who appear] to [added: offer a solution to a vulnerability, to] sophisticated organizations, including state-sponsored actors.

Key cybersecurity risks range from viruses, worms, and other malicious software programs, including phishing [removed: attacks,] [added: attacks or ransomware,] to [added: exploitation of software bugs or other defects, to] “mega breaches” targeted against cloud services and other hosted software, any of which can result in disclosure of confidential information and intellectual property, defective products, production downtimes, [removed: and] [added: reputational harm,] compromised [removed: data.][added: data, and an increase in costs to the business.]

Although we have developed systems and processes that are designed to protect our [added: systems, software and] data, [removed: our] [added: as well as] customer [removed: data,] [added: data] and other user data, [added: and] to prevent data [removed: loss,] [added: loss] and [removed: to prevent or] detect security breaches, there can be no assurance that such measures will be effective against all cybersecurity [added: threats or perceived] threats.

Furthermore, we have acquired [added: or partnered with] a number of companies, products, services, and technologies over the [removed: years.][added: years, as well as incorporated third-party products, services and technologies into our products and services.]

Although we devote significant resources to address any known security issues with respect to such acquisitions, [added: partnerships, and incorporated technologies,] we may still inherit additional risks when [removed: we integrate these companies] [added: they are integrated] within Workday.

In addition, if a high-profile security breach occurs with respect to an industry peer, our customers and potential customers may generally lose trust in the security of financial management, [removed: HCM,] [added: spend management, human capital management,] planning, [removed: procurement,] or analytics applications, or in cloud applications for enterprises in general.

Any or all of these issues could negatively affect our ability to attract new customers, cause existing customers to elect to terminate or not renew their subscriptions, result in reputational damage, cause us to pay remediation [added: and indemnity] costs and/or issue service credits or refunds to customers for prepaid and unused subscription services, [removed: require us to compensate our customers] or [removed: other users for certain losses, or] result in lawsuits, regulatory fines, or other action or liabilities, which could adversely affect our business and operating results.

If we fail to properly manage our technical operations infrastructure, experience service [removed: outages or] [added: outages, undergo] delays in the deployment of our applications, or our applications fail to perform properly, we may be subject to liabilities and our reputation and operating results may be adversely affected.

In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters, updates, [added: and] the evolution of our applications, and to reduce infrastructure latency associated with dispersed geographic locations.

[removed: Furthermore,] [added: Moreover,] any failure to scale and secure additional capacity could result in delays in new feature rollouts, reduce the demand for our applications, result in customer and end user dissatisfaction, and adversely affect our business and operating results.

We have experienced, and may in the future experience, [added: defects,] system disruptions, outages, and other performance problems, including the failure of our applications to perform properly.

These problems may be caused by a variety of factors, including infrastructure changes, vendor issues, software [added: and system] defects, human error, viruses, worms, security attacks (internal and external), fraud, spikes in customer usage, and denial of service issues.

Because of the large amount of data that we collect and process in our systems, [added: even if we do not experience a customer outage as a result of these issues,] it is possible that these issues could result in [added: significant disruption,] data loss or corruption, or cause the data to be incomplete or contain inaccuracies that our customers and other users regard as significant.

[removed: Furthermore, our] [added: Our] errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at [removed: all.][added: all, to protect against claims and other legal actions.]

We host our applications and serve our customers from data centers located in the United States, [removed: Europe,] [added: Canada,] and [removed: Canada.][added: Europe.]

In addition, we also rely upon third-party hosted infrastructure partners globally, including Amazon Web Services [removed: (“AWS”) and] [added: (“AWS”),] Dimension Data, [added: Microsoft Corporation, and Google LLC,] to serve customers and operate certain aspects of our services, such as environments for development [added: and] testing, training, sales demonstrations, and production usage.

[removed: These] [added: Furthermore, these] data center operators or hosted infrastructure partners could decide to close their [removed: facilities or] [added: facilities,] cease operations without adequate [removed: notice.][added: notice, or stop providing contracted services.]

Any changes in third-party service levels at these data centers or at our hosted infrastructure [removed: partners] [added: partners,] or any errors, defects, disruptions, or other performance problems with our applications or the infrastructure on which they [removed: run] [added: run,] could adversely affect our reputation and may damage our customers’ or other users’ stored files or result in lengthy interruptions in our services.

Furthermore, our financial management application is essential to [removed: Workday’s] [added: our] and our customers’ financial [removed: projections,] [added: planning,] reporting, and compliance [removed: programs, particularly customers who are public reporting companies.][added: programs.]

Any interruption in our service may affect the availability, [removed: accuracy] [added: accuracy,] or timeliness of such [removed: projections, reporting and compliance] programs and as a result could damage our reputation, cause our customers to terminate their use of our applications, require us to issue refunds for prepaid and unused subscription services, require us to compensate our customers for certain losses, and prevent us from gaining additional business from current or future [removed: customers as well as impact our ability to accurately and timely meet our reporting and other compliance obligations.][added: customers.]

The GDPR [removed: establishes] [added: established] new requirements applicable to the handling of personal data and imposes penalties for non-compliance of [removed: up to] [added: the greater of €20 million or] 4% of worldwide revenue.

The CCPA [removed: gives] [added: and CPRA give] California consumers certain rights similar to those provided by the GDPR, and customers and other users may seek similar assurances from suppliers regarding compliance.

Moreover, there are a number of other legislative proposals [added: worldwide, including] in the [removed: EU and the] United [removed: States,] [added: States] at both the federal and state level, [removed: as well as other jurisdictions] that could impose additional and potentially conflicting obligations in areas affecting our business.

In addition, the other bases on which we and our customers rely [removed: on] for the transfer of data, such as model contracts, continue to be subjected to regulatory and judicial scrutiny.

[removed: If] [added: Ultimately, if] we or our customers are unable to transfer data between and among countries and regions in which we operate, it could decrease demand for our applications, require us to restrict our business operations, and impair our ability to maintain and grow our customer base and increase our revenue.

The markets for [removed: financial management and HCM] [added: enterprise cloud] applications are highly competitive, with relatively low barriers to entry for some applications or services.

[removed: Oracle and SAP] [added: Some of our competitors] are larger and have greater name recognition, significantly longer operating histories, [added: access to] larger [added: customer bases, larger] marketing budgets, and significantly greater resources [added: to devote to the development, promotion, and sale of their products and services] than we do.

[added: These vendors include, without limitation: UKG Inc. (formerly The Ultimate Software Group, Inc.), Automatic Data Processing, Inc., Infor, Inc., Ceridian HCM Holding Inc., Microsoft Corporation, Anaplan, Inc., and Coupa Software Inc.] In order to take advantage of customer demand for cloud applications, legacy vendors are expanding their cloud applications through acquisitions, strategic alliances, and organic development.

[removed: These vendors include, without limitation: The Ultimate Software Group, Inc., Automatic Data Processing, Inc., Infor, Inc., Ceridian HCM Holding Inc., Microsoft Corporation, Anaplan, Inc., and Coupa Software Inc.] In addition, other cloud companies that provide services in different target markets may develop applications or acquire companies that operate in our target markets, and some potential customers may elect to develop their own internal applications.

As the market matures and as existing and new market participants introduce new types of technologies and different approaches that enable organizations to address their [removed: human capital management] [added: HCM] and financial needs, we expect this competition to intensify in the future.

Furthermore, our current or potential competitors may be acquired by, or merge with, third parties with greater available resources and the ability to initiate or withstand substantial price [removed: competition.][added: competition, such as the merger between Kronos Incorporated and The Ultimate Software Group, Inc. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their offerings or resources.]

[removed: In addition, many] [added: Many] of our competitors [added: also] have [removed: established marketing relationships, access to larger customer bases, and] major distribution agreements with consultants, system integrators, and resellers.

In addition, some of our competitors may offer their products and services at a lower [removed: price.][added: price, or may offer delayed payment terms, financing terms, or other terms and conditions that are more enticing to potential customers.]

If we are not able to realize a return on our current development efforts or offer new features, enhancements, and modifications to our [removed: services,] [added: services that are desired by current or potential customers,] our business and operating results could be adversely affected.

If we are unable to provide new features, enhancements, and modifications in a [added: timely and] cost-effective manner that achieve market acceptance or that keep pace with rapid technological [removed: developments,] [added: developments and changing regulatory landscapes,] our business and operating results could be adversely affected.

For example, we are focused on enhancing the features and functionality of our applications to improve their utility to larger customers with complex, dynamic, and global [removed: operations.][added: operations, or we may be required to develop new features, enhancements, or modifications to our products to support our customers’ evolving compliance obligations.]

The success of enhancements, new features, and applications depends on several factors, including their timely completion, introduction, and market acceptance as well as access to [added: development resources and] the technologies required to build and improve our applications, such as the datasets required to train our machine learning models.

Summary of Risk Factors

The below summary risks provide an overview of the material risks we are exposed to in the normal course of our business activities.

The below summary risks do not contain all of the information that may be important to you, and you should read these together with the more detailed discussion of risks set forth following this section, as well as elsewhere in this Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additional risks beyond those summarized below, or discussed elsewhere in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may apply to our activities or operations as currently conducted or as we may conduct them in the future, or to the markets in which we currently operate or may in the future operate.

Consistent with the foregoing, we are exposed to a variety of risks, including those associated with the following:

- the ongoing COVID-19 pandemic, the resulting global economic volatility, and measures taken in response to the pandemic may materially and adversely affect our business, operating results, financial condition, and earnings guidance that we may issue from time to time;

- if our security measures are breached or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, customers and end users may reduce the use of or stop using our applications, and we may incur significant liabilities;

- if we fail to properly manage our technical operations infrastructure, including our data centers and computing infrastructure operated by third parties, experience service outages or delays in the deployment of our applications, or our applications fail to perform properly, we may be subject to liabilities and our reputation and operating results may be adversely affected;

- privacy concerns and evolving domestic or foreign laws and regulations may reduce the effectiveness of our applications, result in significant costs and compliance challenges, and adversely affect our business and operating results;

- the markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected;

- our quarterly results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control, and such fluctuations and related impacts to any earnings guidance we may issue from time to time, or any modification or withdrawal thereof, may negatively impact the value of our securities;

- if we are not able to realize a return on our current development efforts or offer new features, enhancements, and modifications to our products and services, our business and operating results could be adversely affected; additionally, if we are not able to realize a return on the investments we have made toward entering new markets and new lines of business, including as a result of unfavorable laws, regulations, interpretive positions, or standards governing new and evolving technologies we incorporate into our products and services, our business and operating results could be adversely affected;

- if we are unable to establish or maintain our strategic relationships with third parties, or fail to successfully integrate our applications with a variety of third-party technologies, our ability to compete or grow our revenues may be impaired and our operating results may suffer;

- we have acquired, and may in the future acquire, other companies, employee teams, or technologies, which could divert our management's attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and adversely affect our operating results;

- if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls, or adequately address competitive challenges;

- we may lose key employees or be unable to attract, train and retain highly skilled employees, which may adversely affect our business and future growth prospects;

- if we cannot maintain our corporate culture, we may lose the innovation, teamwork, and passion that we believe contribute to our success, and our business may be harmed;

- because we encounter long sales cycles when selling to large customers and we recognize subscription services revenue over the term of the contract, downturns or upturns in new sales will not be immediately reflected in our operating results and it may be difficult to predict a negative impact on our operating and financial results; additionally, our ability to predict the rate of customer subscription renewals or adoptions is limited;

- our business could be adversely affected if our users are not satisfied with the deployment, training, and support services provided by us and our partners, and such dissatisfaction could damage our ability to expand the applications subscribed to by our current customers and negatively impact our ability to compete for new business;

- sales to customers outside the United States or with international operations expose us to risks inherent in global operations;

- we have a history of cumulative net losses and we may not be profitable on a basis prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for the foreseeable future;

- any failure to protect our intellectual property rights domestically and internationally could impair our ability to protect our proprietary technology and our brand; additionally, we may be sued by third parties for alleged infringement of their proprietary rights or in connection with our use of open source software;

- risks related to government contracts and related procurement regulations, including risks of fines and termination of such contracts by the government at any time, may adversely impact our business and operating results;

- the dual class structure of our common stock has the effect of concentrating voting control with our Chairman and co-CEO, as well as with other executive officers, directors, and affiliates, which gives our Chairman and co-CEO and other members of management control over key decisions and limits or precludes the ability of non-affiliates to influence corporate matters;

- our substantial indebtedness may adversely affect our financial condition and operating results;

- our convertible note hedge and warrant transactions may adversely affect the value of our Class A common stock;

- Delaware law and provisions in our restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest sought by third parties difficult, thereby depressing the market price of our Class A common stock; and

- the exclusive forum provision in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.

Risks Related to Our Business and Industry

The extent to which the ongoing COVID-19 pandemic, the resulting global economic volatility, and measures taken in response to the pandemic will continue to impact our business, operating results, and financial condition will depend on future developments, which are highly uncertain and difficult to predict.

The COVID-19 pandemic has disrupted the U.S. and global economies and put unprecedented strain on governments, healthcare systems, educational institutions, businesses, and individuals around the world, the impact and duration of which is difficult to assess or predict.

It is especially difficult to predict the impact on the global economic markets, which have been and will continue to be highly dependent upon the actions of governments, businesses, and other enterprises in response to the pandemic, as well as the effectiveness of those actions.

As a result of the COVID-19 pandemic, the trading prices for our Class A common stock and the stock of other technology companies have been highly volatile, and such volatility may continue for the duration of and possibly beyond the COVID-19 pandemic.

Any sustained adverse impacts from the continued spread of COVID-19 could materially and adversely affect our business, operating results, financial condition, and earnings guidance that we may issue from time to time, which could have a material effect on the value of our Class A common stock.

In response to COVID-19, as many other companies have done, we have temporarily closed the majority of our global offices; required most of our employees to continue to work remotely; implemented travel restrictions; and postponed or canceled certain of our customer, industry, implementation partner, analyst, investor, and employee events, and converted other events to virtual-only experiences.

These precautionary measures could have increasingly negative effects on our sales and marketing efforts, customer success efforts, and revenue growth rates or other financial metrics, or create operational or other challenges, any of which could adversely impact our business, operating results, and financial condition in any given period.

We may also continue to experience impacts to productivity and other operational and business impacts if our employees, executives, or their family members experience health issues, or if there are continued delays in our hiring and onboarding of new employees.

The COVID-19 pandemic may also have long-term effects on the nature of the office environment and remote working, which may present risks for our real estate portfolio, as well as strategy, operational, and workplace culture challenges that may adversely affect our business.

The COVID-19 pandemic could also impact our data center and computing infrastructure operations, including potential disruptions to, among other things, the supply chain required to maintain these systems, construction projects designed to expand our data center capacity, and primary vendors who provide critical products and services.

Our future revenues rely on continued demand by existing customers and the acquisition of new customers.

We have experienced and may continue to experience increased delays in purchasing decisions from prospective customers and a reduction in customer demand, particularly in the industries most impacted by the COVID-19 pandemic, such as travel and hospitality and healthcare.

Risk Factors Related to Our Business

In addition, the California Consumer Privacy Act (“CCPA”) took effect on January 1, 2020.

In 2016, the EU and United States agreed to the Privacy Shield framework for data transferred from the EU to the United States, but this new framework has been challenged by private parties and may face additional challenges by national regulators or additional private parties.

In 2017, another legal challenge to the validity of the EU Standard Contractual Clauses (a data transfer mechanism) was referred to the Court of Justice of the EU for review.

These vendors, as well as other competitors, could offer financial management and HCM applications on a standalone basis at a low price or bundled as part of a larger sale.

Many of our competitors are able to devote greater resources to the development, promotion, and sale of their products and services.

For example, Kronos Incorporated and The Ultimate Software Group, Inc. have recently announced that they have entered into a definitive merger agreement.

Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their offerings or resources.

Failure in this regard may significantly impair our revenue growth by negatively impacting our customer renewal rates or our ability to attract new customers.

We anticipate that we will continue to expand our customer base, headcount, and operations.

Our ability to predict the rate of customer subscription renewals or adoptions and the impact these renewals and adoptions will have on our revenues or operating results is limited.

For example, during the third quarter of fiscal 2019, we acquired Adaptive Insights, and during the fourth quarter of fiscal 2020, we acquired Scout.

We may not be able to integrate acquired personnel, operations, and technologies successfully, or effectively manage the combined operations following any acquisition.

- diversion of management’s attention from other business concerns;

In particular, our brand and reputation are associated with our public commitments to sustainability, equality, and ethical use, and any perceived changes in our dedication to these commitments could impact our relationships with potential and current customers and other users.

In addition, the recent coronavirus outbreak has caused additional uncertainty in the global economy.

You should not consider our recent growth in revenues as indicative of our future performance.

Fluctuation in quarterly results may negatively impact the value of our securities.

- our ability to attract new customers;

- the financial condition and creditworthiness of our customers;

- customer renewal rates;

- the mix of applications sold during a period;

- the timing of expenses related to acquisitions and potential future charges for impairment of goodwill.

In the future, they may claim that our applications and underlying technology infringe or violate their intellectual property rights, even if we are unaware of the intellectual property rights that others may claim cover some or all of our technology or services.

We also rely on AWS’s and Dimension Data’s distributed computing infrastructure platforms that are located in a wide variety of regions.

Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business.

The 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017, and significantly affected U.S. tax law by changing how the U.S. imposes income tax on multinational corporations.

The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our operating results in the period issued.

The Tax Act requires complex computations not previously provided in U.S. tax law.

As such, the application of accounting guidance for such items is currently uncertain.

Further, compliance with the Tax Act and the accounting for such provisions require accumulation of information not previously required or regularly produced.

As additional regulatory guidance is issued by the applicable taxing authorities and as accounting treatment is clarified, we will perform additional analysis on the application of the law and refine estimates in calculating the effect, which may produce different results and will be reflected in the period the analysis is completed.

In June 2013, we completed an offering of $250 million of 1.50% convertible senior notes due July 15, 2020 (“2020 Notes”).

The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business.

If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our securities to decline.

[removed: *You should read the] [added: *The] following discussion of our financial condition and results of operations [added: should be read] in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.

Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly [removed: in* “*Risk Factors.*”][added: in “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.*]

*The following discussion of our financial condition and results of operations covers fiscal [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-over-year comparisons between fiscal [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of fiscal [removed: 2018] [added: 2019] items and year-over-year comparisons between fiscal [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, [removed: 2019,] [added: 2020,] that was filed with the SEC on March [removed: 18, 2019.*][added: 3, 2020.*]

[removed: Founded in 2005,] Workday delivers financial management, [added: spend management,] human capital management, planning, and analytics [added: and benchmarking] applications designed for the world’s largest companies, educational institutions, and government agencies.

We have achieved significant growth in a relatively short period of [removed: time] [added: time,] with a substantial amount of our growth coming from new customers.

While we [removed: are incurring] [added: have incurred net] losses [removed: today,] [added: on a GAAP basis in each period since our inception in 2005,] we strive to invest in a disciplined manner across all of our functional areas to sustain continued near-term revenue growth and support our long-term initiatives.

We [removed: currently] derive [removed: a substantial majority of] our [removed: subscription services] revenues from [removed: subscriptions to our HCM application.][added: subscription services and professional services.]

We expect our product development, sales and marketing, and general and administrative expenses as a percentage of total revenues [removed: to] [added: will] decrease over [removed: time] [added: the longer term] as we grow our revenues, and we anticipate that we will gain economies of scale by increasing our customer base without direct incremental development costs.

We have [removed: invested,] [added: invested] and expect to continue to [removed: invest,] [added: invest] heavily in our product development efforts to deliver additional compelling applications and to address customers’ evolving needs.

In addition, we plan to continue to expand our ability to sell our applications globally, particularly in Europe and Asia, by investing in product development and customer support to address the business needs of local markets, increasing our sales and marketing organizations, [removed: acquiring, building and/or] [added: acquiring and] leasing additional office space, and expanding our ecosystem of service partners to support local deployments.

We expect to make further significant investments in our data center capacity [added: and equipment] as we plan for future growth.

We are also investing in personnel to [removed: service] [added: support] our growing customer base.

We [removed: also] regularly evaluate [removed: acquisitions] [added: acquisition] and investment opportunities in complementary businesses, employee teams, services, technologies, and intellectual property rights in an effort to expand our product and service offerings.

While we remain focused on improving operating margins, these acquisitions and investments will increase our costs on an absolute basis in the [removed: near-term.][added: near term.]

Due to our ability to leverage the expanding partner ecosystem, we expect [removed: that] the rate of professional services revenue growth [removed: will] [added: to] decline over time and continue to be lower than subscription revenue growth.

We [removed: primarily] derive our revenues from subscription services and professional services.

Subscription services [removed: revenues] [added: revenue] primarily [removed: consist] [added: consists] of fees that give our customers access to our cloud applications, which include related customer support.

Professional services [added: revenue includes] fees [removed: include] [added: for] deployment services, optimization services, and training.

Subscription services [removed: revenues] [added: revenue] accounted for [removed: 85%] [added: 88%] of our total revenues during fiscal [removed: 2020,] [added: 2021,] and represented 96% of our total unearned revenue as of January 31, [removed: 2020.][added: 2021.]

Subscription services [removed: revenues are] [added: revenue is] driven primarily by the number of customers, the number of workers at each customer, the specific applications subscribed to by each customer, and the price of our applications.

Subscription services [removed: revenues are] [added: revenue is] recognized over time as [removed: they] [added: services] are delivered and consumed concurrently over the contractual term, beginning on the date our service is made available to the customer.

Our subscription contracts typically have a term of three years or longer and are generally [removed: non-cancelable.][added: noncancelable.]

Our consulting engagements are generally billed on a time and materials basis or [added: a] fixed price basis.

As a result of this trend, and the increase of our subscription services [removed: revenues,] [added: revenue,] we expect our professional services [removed: revenues] [added: revenue] as a percentage of total revenues to decline over time.

*Costs of subscription services [removed: revenues.*] [added: revenue.*] Costs of subscription services [removed: revenues] [added: revenue] consist primarily of employee-related expenses [removed: related to] [added: associated with] hosting our applications and providing customer support, [removed: the costs of] data center [removed: capacity,] [added: expenses,] and depreciation of computer equipment and software.

*Costs of professional services [removed: revenues*.][added: revenue*.]

Costs of professional services [removed: revenues] [added: revenue] consist primarily of employee-related expenses associated with these services, [removed: the costs of subcontractors,] [added: subcontractor expenses,] and travel expenses.

Product development expenses consist primarily of employee-related [removed: costs.][added: expenses.]

We continue to focus our product development efforts on adding new features and applications, increasing [removed: the] functionality, and enhancing the ease of use of our cloud applications.

*Sales and marketing.* Sales and marketing expenses consist primarily of employee-related [removed: costs,] [added: expenses,] sales commissions, marketing programs, and travel expenses.

Marketing programs consist of advertising, events, corporate communications, brand [removed: building,] [added: awareness,] and product marketing activities.

General and administrative expenses consist of employee-related [removed: costs] [added: expenses] for finance and accounting, legal, human resources, information systems personnel, professional fees, and other corporate expenses.

Our total revenues for fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] were as follows (in thousands):

| | | | Year Ended January 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Subscription services | | | $ | [removed: 3,096,389] [added: 3,788,452] | | | | | $ | [removed: 2,385,769] [added: 3,096,389] | | | | | $ | [removed: 1,787,833 | | | | | | | | | | | |] [added: 2,385,769] | |

| Professional services | | | [removed: 530,817 | | | | | | 436,411 | | | | | | 355,217] [added: 529,544] | | | | | | [added: 530,817] | | | | | | [added: 436,411] | | |

| Total revenues | | | $ | [removed: 3,627,206] [added: 4,317,996] | | | | | $ | [removed: 2,822,180] [added: 3,627,206] | | | | | $ | [removed: 2,143,050 | | | | | | | | | | | |] [added: 2,822,180] | |

Total revenues were [removed: $3.6] [added: $4.3] billion for fiscal [removed: 2020,] [added: 2021,] compared to [removed: $2.8] [added: $3.6] billion for fiscal [removed: 2019,] [added: 2020,] an increase of [removed: $0.8 billion,] [added: $691 million,] or [removed: 29%.][added: 19%.]

With Workday, our customers have a unified system that can help them plan, execute, analyze, and extend to other applications and environments, thereby helping them continuously adapt how they manage their businesses and operations.

Our diverse customer base includes medium-sized and large, global companies within numerous industry categories, including technology, financial services, business and professional services, healthcare and life sciences, manufacturing, retail, and hospitality, as well as educational institutions, government agencies, and nonprofit organizations.

We plan to reinvest a significant portion of our incremental revenues in future periods to grow our business.

For example, we acquired Adaptive Insights in fiscal 2019 and Scout in fiscal 2020, and we recently announced our intent to acquire Peakon in fiscal 2022.

We expect to continue making such acquisitions and investments in the future.

Impact of the COVID-19 Pandemic

In December 2019, a novel strain of coronavirus disease was reported, and in March 2020, the World Health Organization characterized COVID-19 as a pandemic.

The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global societies, economies, financial markets, and business practices.

In response to COVID-19, we have temporarily closed the majority of our offices; required most of our employees to work remotely; implemented travel restrictions; and postponed certain of our customer, industry, implementation partner, analyst, investor, and employee events and converted others to virtual-only experiences.

Despite the economic challenges brought on by the COVID-19 pandemic, we are confident in the long-term overall health of our business, the strength of our product offerings, and our ability to continue to execute on our strategy.

The COVID-19 pandemic created uncertainty in most industries and impacted our ability to generate new business during fiscal 2021.

Despite this, we achieved solid new subscription bookings as demand for our products remained strong.

Our operating margins for fiscal 2021 have been favorably impacted by our revenue growth outpacing headcount growth as well as the moderation of operating expenses in response to the COVID-19 pandemic.

We do not anticipate the extent of the favorable margin impact experienced during fiscal 2021 to continue long-term as we remain committed to investing in our business to drive top line growth and to support our customer base.

Our near-term revenues are relatively predictable as a result of our subscription-based business model.

However, if the economic uncertainty persists, we may continue to experience a negative impact on new business, customer renewals, sales and marketing efforts, revenue growth rates, customer deployments, customer solvency, product development, or other financial metrics, any of which could harm our business, operating results, and financial condition.

For further discussion of the potential impacts of the COVID-19 pandemic on our business, operating results, and financial condition, see “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.

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Professional services revenue was $530 million for fiscal 2021, compared to $531 million for fiscal 2020, a decrease of $1 million, or 0.2%.

The increase in GAAP operating expenses included increases of $329 million in employee-related expenses driven by higher average headcount, $79 million related to a one-time cash bonus paid to non-executive employees in the first quarter of fiscal 2021 to help accommodate unforeseen costs brought on by the COVID-19 pandemic (“COVID-19 one-time employee bonus”), $46 million in facilities and IT related expenses, $31 million in third-party expenses for hardware maintenance and data center capacity, and $21 million in charitable donations, partially offset by a decrease of $92 million from reduced travel.

The increase in non-GAAP operating expenses included increases of $187 million in employee-related expenses driven by higher average headcount, $79 million related to the COVID-19 one-time employee bonus, $46 million in facilities and IT related expenses, $31 million in third-party expenses for hardware maintenance and data center capacity, and $21 million in charitable donations, partially offset by a decrease of $92 million from reduced travel.

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| | | | Year Ended January 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| Costs of subscription services | | | $ | 611,912 | | | | | $ | (63,253) | | | | | $ | (34,799) | | | | | $ | 513,860 | |

| Costs of professional services | | | 586,220 | | | | | | (101,869) | | | | | | (6,486) | | | | | | 477,865 | | |

| Product development | | | 1,721,222 | | | | | | (505,376) | | | | | | (27,567) | | | | | | 1,188,279 | | |

| Sales and marketing | | | 1,233,173 | | | | | | (202,819) | | | | | | (35,797) | | | | | | 994,557 | | |

| General and administrative | | | 414,068 | | | | | | (131,537) | | | | | | (6,337) | | | | | | 276,194 | | |

| Total costs and expenses | | | $ | 4,566,595 | | | | | $ | (1,004,854) | | | | | $ | (110,986) | | | | | $ | 3,450,755 | |

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| | | | GAAP Operating Expenses | | | | | | Share-Based Compensation Expenses | | | | | | Other Operating Expenses (1) | | | | | | Non-GAAP Operating Expenses (2) | | |

The increase in costs of professional services included increases of $28 million in employee-related expenses driven by higher average headcount and $12 million related to the COVID-19 one-time employee bonus, offset by decreases of $16 million from reduced travel and $14 million in reduced subcontractor expenses.

The decrease in costs of professional services included decreases of $16 million from reduced travel and $14 million in reduced subcontractor expenses, offset by an increase of $12 million related to the COVID-19 one-time employee bonus.

The increase in product development expenses included increases of $134 million in employee-related expenses driven by higher average headcount and $31 million related to the COVID-19 one-time employee bonus, partially offset by a decrease of $15 million from reduced travel.

The increase in product development expenses included increases of $64 million in employee-related expenses driven by higher average headcount and $31 million related to the COVID-19 one-time employee bonus, partially offset by a decrease of $15 million from reduced travel.

We help organizations better manage their financial and human capital resources with one system that helps enable them to plan, execute, analyze, and extend — all powered by machine learning.

Our diverse customer base includes medium and large, global companies, as well as smaller organizations that primarily use our planning product.

Our cycle of frequent updates has facilitated rapid innovation and the introduction of new applications throughout our history.

We began offering our HCM application in 2006 and our Financial Management application in 2007.

Since then we have continued to invest in innovation and have consistently introduced new services to our customers, including through the acquisition of Adaptive Insights in fiscal 2019, and Scout RFP in fiscal 2020.

We offer Workday applications to our customers on an enterprise-wide subscription basis, typically with contract terms of three years or longer and with subscription fees largely based on the size of the customer’s workforce.

We generally recognize revenues from subscription fees ratably over the term of the contract.

We market our applications primarily through our direct sales force.

Our operating expenses have increased significantly in absolute dollars in recent periods, primarily due to the significant growth of our employee population.

We had approximately 12,200 and approximately 10,500 employees as of January 31, 2020, and 2019, respectively.

We intend to continue investing for long-term growth.

We expect to continue making such acquisitions and investments in the future, and we plan to reinvest a significant portion of our incremental revenue in future periods to grow our business and continue our leadership role in the industry.

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Professional services revenues were $531 million for fiscal 2020, compared to $436 million for fiscal 2019, an increase of $95 million, or 22%.

The increase was primarily due to an increase in employee-related costs driven by higher headcount.

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| Costs of subscription services | | | $ | 273,461 | | | | | $ | (26,280) | | | | | $ | (7,043) | | | | | $ | 240,138 | | | | | | | | | | | | | | | | | | | |

| Costs of professional services | | | 355,952 | | | | | | (37,592) | | | | | | (2,045) | | | | | | 316,315 | | | | | | | | | | | | | | | | | | | | |

| Product development | | | 910,584 | | | | | | (229,819) | | | | | | (23,128) | | | | | | 657,637 | | | | | | | | | | | | | | | | | | | | |

| Sales and marketing | | | 683,367 | | | | | | (100,762) | | | | | | (4,567) | | | | | | 578,038 | | | | | | | | | | | | | | | | | | | | |

| General and administrative | | | 222,909 | | | | | | (83,972) | | | | | | (3,614) | | | | | | 135,323 | | | | | | | | | | | | | | | | | | | | |

| Total costs and expenses | | | $ | 2,446,273 | | | | | $ | (478,425) | | | | | $ | (40,397) | | | | | $ | 1,927,451 | | | | | | | | | | | | | | | | | | | |

(1)Share-based compensation expenses were $860 million, $673 million, and $478 million for fiscal 2020, 2019, and 2018, respectively.

The increase in share-based compensation expenses includes the impact of restricted stock units granted to existing and new employees and assumed Adaptive Insights awards.

The increase was primarily due to additional costs to staff deployment and integration engagements.

For fiscal 2021, we anticipate GAAP and non-GAAP professional services margins to be lower than fiscal 2020, as we invest in programs to ensure ongoing customer success.

The increase was primarily due to an increase in employee-related costs driven by higher headcount and higher commissionable sales volume.

The increase was primarily due to increases of $23 million in employee-related costs driven by higher headcount and $9 million in facility and IT-related expenses, partially offset by one-time transaction and integration-related costs related to the Adaptive Insights acquisition incurred in the prior year that did not recur in the current year.

The increase was primarily due to increases of $28 million in employee-related costs driven by higher headcount and $9 million in facility and IT-related expenses, partially offset by one-time transaction and integration-related costs related to the Adaptive Insights acquisition incurred in the prior year that did not recur in the current year.

The improvement in our GAAP operating margin was primarily due to higher subscription and professional services revenues and the absence of prior year costs attributable to the Adaptive Insights acquisition that did not recur in the current year.

The improvement in our non-GAAP operating margin was primarily due to higher subscription and professional services revenues and the absence of prior year costs attributable to the Adaptive Insights acquisition that did not recur in the current year.

| Operating margin | | | (13.8) | | % | | | | 23.7 | | % | | | | 3.5 | | % | | | | 13.4 | | % | | | | | | | | | | | | | | | | | | |

| Operating margin | | | (16.4) | | % | | | | 23.8 | | % | | | | 2.9 | | % | | | | 10.3 | | % | | | | | | | | | | | | | | | | | | |

| Operating margin | | | (14.1) | | % | | | | 22.3 | | % | | | | 1.9 | | % | | | | 10.1 | | % | | | | | | | | | | | | | | | | | | |

The decrease in other income, net for fiscal 2020 compared to fiscal 2019, was primarily due to a decrease in foreign currency gains associated with our foreign currency forward contracts that was attributable to the adoption of ASU No. 2017-12, *Derivatives and Hedging* in the first quarter of fiscal 2020, and the decrease in net gains from our equity investments of $8 million.

Refer to Note 10, Derivatives for further information regarding the impact of adopting ASU No. 2017-12 and to Note 3, Investments for further information regarding equity investments.

These payments were partially offset by the timing of purchases and maturities of marketable securities, proceeds of $950 million from the sale of marketable securities, and proceeds of $18 million from the sales and maturities of non-marketable equity and other investments.

The sale of marketable securities during fiscal 2019, was primarily to fund the Adaptive Insights acquisition.

As of January 31, [removed: 2020,] [added: 2021,] our most significant currency exposures were the euro, Canadian dollar, British pound, and Australian dollar.

We had cash, cash equivalents, and marketable securities totaling [removed: $1.9] [added: $3.5] billion and [removed: $1.8] [added: $1.9] billion as of January 31, [removed: 2020,] [added: 2021,] and [removed: 2019,] [added: 2020,] respectively.

An immediate increase of 100 basis points in interest rates would have resulted in a [removed: $7] [added: $10] million and [removed: $5] [added: $7] million market value reduction in our investment portfolio as of January 31, [removed: 2020,] [added: 2021,] and [removed: 2019,] [added: 2020,] respectively.

In September 2017, we completed an offering of $1.15 billion of 0.25% convertible senior notes due October 1, [removed: 2022 (“2022 Notes”) (together with the 2020 Notes, referred to as the “Outstanding Notes,” and together with the 2018 Notes and 2020 Notes, referred to as the “Notes”).][added: 2022.]

The [removed: 2020 Notes and] 2022 Notes have [added: a] fixed annual interest [removed: rates] [added: rate] of [removed: 1.50% and] 0.25%, [removed: respectively,] and therefore we do not have economic interest rate exposure on the [removed: Outstanding] [added: 2022] Notes.

However, the [removed: values] [added: value] of the [removed: Outstanding] [added: 2022] Notes [removed: are] [added: is] exposed to interest rate risk.

Generally, the fair [removed: values] [added: value] of [removed: fixed interest rate notes] [added: the 2022 Notes] will increase as interest rates fall and decrease as interest rates rise.

In addition, the fair [removed: values] [added: value] of the [removed: Outstanding] [added: 2022] Notes [removed: are] [added: is] affected by our stock price.

The estimated fair [removed: values were] [added: value was] determined based on the quoted bid [removed: prices] [added: price] of the [removed: 2020 Notes and] 2022 Notes in an over-the-counter market as of the last trading day for fiscal [removed: 2020,] [added: 2021,] which [removed: were $228.47 and $138.09, respectively.][added: was $159.87.]

For further information, see Note 11, [removed: Convertible Senior Notes, Net,] [added: Debt,] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The ongoing COVID-19 pandemic has resulted in negative impacts on global economies and financial markets, which may increase our foreign currency exchange risk and interest rate risk.

For further discussion of the potential impacts of the COVID-19 pandemic on our business, operating results, and financial condition, see “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.

Interest Rate Risk on our Investments

Our debt securities are classified as “available-for-sale.” When the fair value of the security declines below its amortized cost basis, any portion of that decline attributable to credit losses, to the extent expected to be nonrecoverable before the sale of the impaired security, is recognized on the consolidated statement of operations.

Interest Rate Risk on our Debt

In April 2020, we entered into a Credit Agreement pursuant to which the lenders would extend to Workday a senior unsecured Term Loan in an aggregate principal amount of $750 million and an unsecured Revolving Credit Facility in an aggregate principal amount of $750 million.

The Term Loan and Revolving Credit Facility bear interest, at our option, at either (i) a floating rate per annum equal to the base rate plus a margin that ranges from 0.000% to 0.625%, or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market plus a margin that ranges from 1.000% to 1.625%.

The base rate is defined as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50%, or (iii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market for a period of one month (but not less than zero) plus 1.00%.

Actual margins under either election will be based on our consolidated leverage ratio.

As of January 31, 2021, the Term Loan had a carrying value of $729 million and there were no outstanding borrowings under the Revolving Credit Facility.

The interest rate on the Term Loan was 1.38% as of January 31, 2021.

Because the interest rates applicable to borrowings under the Credit Agreement are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.

A hypothetical immediate increase of 100 basis points in interest rates would not have had a significant impact on our results of operations.

The carrying value of the 2022 Notes was $1.1 billion as of January 31, 2021.

The carrying value represents the liability component of the principal balance of the 2022 Notes as of January 31, 2021.

The estimated fair value of the 2022 Notes was $1.8 billion as of January 31, 2021.

Interest Rate Sensitivity

However, because we classify our debt securities as “available for sale,” no gains or losses are recognized in income due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in Accumulated other comprehensive income (loss) and are realized only if we sell the underlying securities before maturity.

Market Risk and Market Interest Risk

In June 2013, we completed an offering of $350 million of 0.75% convertible senior notes due July 15, 2018, which were subsequently converted by note holders during the second quarter of fiscal 2019 (“2018 Notes”).

In June 2013, concurrent with the 2018 Notes offering, we issued $250 million of 1.50% convertible senior notes due July 15, 2020 (“2020 Notes”).

Holders may convert the Outstanding Notes prior to maturity upon the occurrence of certain circumstances.

Upon conversion, holders of the Outstanding Notes will receive cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at our election.

Concurrently with the issuance of Notes, we entered into separate note hedge and warrant transactions.

These separate transactions were completed to reduce the potential economic dilution from the conversion of these Notes.

The carrying values of the 2020 Notes and 2022 Notes were $244 million and $1.0 billion, respectively, as of January 31, 2020.

The carrying values represent the liability components of the principal balances of the Outstanding Notes as of January 31, 2020.

The estimated fair values of the 2020 Notes and 2022 Notes were $571 million and $1.6 billion, respectively, as of January 31, 2020.

Workday is a leading provider of enterprise cloud applications for finance and human [removed: resources.][added: resources, helping customers adapt and thrive in a changing world.]

Through [removed: every update and feature release, all] [added: this model,] Workday customers [removed: remain] [added: are able to stay current as one Workday community all] on the same version of [removed: the software, with access to one] [added: software that features a unified] data [removed: model, one] [added: and] security [removed: model, one user experience,] [added: model] and [removed: one Workday community.][added: rich user experience.]

[removed: Workday Human Capital Management][added: Human Capital]

[removed: Our customers] [added: We primarily sell to medium-sized and large, global companies that] span numerous industry categories, including technology, financial services, business and professional services, healthcare and life sciences, manufacturing, [removed: retail] [added: retail,] and hospitality, [removed: education, government,] [added: as well as to educational institutions, government agencies,] and [removed: non-profit.][added: nonprofit organizations.]

[removed: These options include] [added: This includes] 24/7 support; training; a professional services ecosystem of trained Workday consulting teams and system integrators; a Customer Success Management group to assist customers in production; and Workday Community, an online portal where customers can collaborate and share knowledge and best practices.

We [removed: have not experienced any work stoppages, and we] consider our relations with our employees to be very good.

We sell [removed: Workday] [added: our] subscription [added: contracts and related] services [added: globally,] primarily through our direct sales organization, which [removed: is comprised] [added: consists] of field sales and field sales support personnel.

Our marketing programs target senior business leaders, including [removed: finance, procurement, human resources,] [added: CFOs, CHROs,] and [removed: IT executives.][added: CIOs.]

As a core part of our [added: sales and marketing] strategy, we have developed [removed: an] [added: a global] ecosystem of partners to both broaden and complement our application offerings and to provide services that are outside of our [added: area of] focus.

These relationships include software and technology partners, consulting and deployment service providers, [removed: Workday Ventures partners, and] business process outsourcing partners, [added: and software partners of Workday Ventures, our strategic investment arm,] who [added: all] help enable Workday to address [added: the] challenges our customers face while focusing on executing against our strategy.

We focus our efforts on developing new [removed: products] [added: applications] and core [removed: technologies] [added: technologies,] as well as further enhancing the usability, functionality, reliability, security, performance, and flexibility of existing [removed: products.][added: applications.]

These vendors include [added: UKG Inc. (formerly] The Ultimate Software Group, [removed: Inc.;] [added: Inc.);] Automatic Data Processing, Inc.; Infor, Inc.; Ceridian HCM Holding Inc.; Microsoft Corporation; Anaplan, Inc.; [removed: and] Coupa Software [removed: Inc.][added: Inc.; and Unit4.]

However, the domain [added: and industry] expertise that is required for a successful solution in the areas of financial management, HCM, and analytics may inhibit new entrants that are unable to invest the necessary capital to accurately [removed: reflect] [added: address] global requirements and regulations.

- ability to integrate with legacy enterprise [removed: infrastructures] [added: infrastructure] and third-party applications.

For more information regarding the competitive risks we face, see [removed: the information under “Item 1A: Risk] [added: “Risk] Factors” included [removed: elsewhere] in [added: Part I, Item 1A of] this [removed: report.][added: Annual Report on Form 10-K.]

Workday [added: also] uses its blogs.workday.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Workday provides more than 8,000 organizations with software-as-a-service solutions to help solve some of today’s most complex business challenges, including supporting and empowering their workforce, managing their finances and spend in an ever-changing environment, and planning for the unexpected.

Our purpose is to inspire a brighter work day for all.

We strive to make the world of work and business better, and hope to empower customers to do the same through an innovative suite of solutions adopted by thousands of organizations around the world and across industries – from medium-sized businesses to more than 45 percent of the *Fortune* 500.

Central to our purpose is a set of core values – with our employees as number one – followed by customer service, innovation, integrity, fun, and profitability.

We believe that having happy employees leads to happy customers, and we are committed to helping our customers drive their digital transformations in this increasingly dynamic business environment.

As organizations adapt to changing conditions, we believe the need for an intuitive, scalable, and secure platform that ties finance, people, suppliers, and plans together in one version of truth is more important than ever.

Workday provides organizations with a unified system that can help them plan, execute, analyze, and extend to other applications and environments, thereby helping them continuously adapt how they manage their businesses.

To support this, Workday delivers weekly product updates in addition to major feature releases twice a year.

We sell our solutions worldwide primarily through direct sales.

We also offer professional services, both directly and through our Workday Services Partners, to help customers deploy our solutions.

To grow our unified suite of Workday applications, we primarily invest in research and development, but we also selectively acquire companies that are consistent with our design principles, existing product set, corporate strategy, and company culture.

We acquired Adaptive Insights, a business planning company, in fiscal 2019; Scout RFP (“Scout”), a strategic sourcing company, in fiscal 2020; and we recently announced our intent to acquire Peakon ApS (“Peakon”), an employee success platform that converts feedback into actionable insights, in fiscal 2022.

Our Capabilities

Workday’s suite of enterprise cloud applications addresses the evolving needs of the chief financial officer (“CFO”), chief human resources officer (“CHRO”), and chief information officer (“CIO”) across various industries.

Workday applications for Financial Management, Spend Management, Human Capital Management (“HCM”), Planning, and Analytics and Benchmarking can also be extended to other applications and environments through the Workday Cloud Platform.

Financial Management: Solutions for the Office of the CFO

In the changing world of finance, Workday helps finance leaders accelerate their journeys towards becoming a truly digital finance operation by giving them the tools they need to manage the strategic direction of their companies while also supporting growth, profitability, and compliance and regulatory requirements.

Workday’s suite of financial management applications helps enable CFOs to maintain accounting information in the general ledger; manage core financial processes such as payables and receivables; identify real-time financial, operational, and management insights; improve financial consolidation; reduce time-to-close; promote internal control and auditability; and achieve consistency across global finance operations.

Spend Management: Solutions for the Office of the CFO

As businesses adapt to changing conditions, Workday provides procurement professionals with tools to support them through the source-to-contract process, such as a user experience designed for ease and collaboration.

Workday offers a set of cloud spend management solutions that help companies streamline supplier selection and contracts, manage indirect spend, and build and execute sourcing events, such as requests for proposals.

Human Capital Management: Solutions for the Office of the CHRO

In the changing world of human resources (“HR”), Workday helps companies identify and respond to rapidly changing conditions, whether they stem from shifting talent needs or a renewed focus on belonging and diversity.

Workday’s suite of HCM applications allows organizations to manage the entire employee lifecycle – from recruitment to retirement – enabling HR teams to hire, onboard, pay, develop and reskill, and provide meaningful employee experiences that are personalized, helpful, and meet the diverse needs of today’s workforce.

Planning: Solutions for the Offices of the CFO and CHRO

In today’s dynamic business environment, businesses are continuously planning to model various scenarios and prepare to quickly respond to change.

Workday provides an active planning process that can model across finance, workforce, sales, and operational data, helping companies make more informed decisions and respond quickly to changing situations.

When combined with Workday’s financial management and HCM solutions, organizations are able to leverage real-time transactional data to dynamically adjust and recalibrate their plans.

Analytics and Benchmarking and Workday Cloud Platform: Solutions for the Offices of the CIO, CFO, and CHRO

In the changing world of work, Workday helps leaders make sense of the vast amount of data they collect enterprise-wide.

For example, information technology (“IT”) leaders are navigating the complexities of supporting employees in new environments, which requires them to deploy an adaptable, secure architecture to help ensure global continuity and productivity while remaining agile.

Workday provides applications for analytics and reporting, including augmented analytics to surface insights to the line of business in simple-to-understand stories, machine learning to drive efficiency and automation, and benchmarks to compare performance against other companies.

In addition, Workday enables the development of extension applications and integration tooling that can accommodate our customers’ unique ways of doing business.

Industries: Solutions for the Offices of the CIO, CFO, and CHRO

Workday offers businesses flexible solutions to help them adapt to their industry-specific needs and respond to change.

Workday’s applications serve industries such as healthcare, higher education, and professional services.

For example, Workday provides supply chain and inventory solutions to healthcare organizations, allowing them to purchase, stock, track, and replenish their inventory to help support patient care.

In addition, higher education institutions can deploy our solution to manage the end-to-end student and faculty lifecycle.

Moreover, with our solution, professional services organizations can optimize and manage their client-facing projects.

At Workday, innovation is a core value.

Founded in 2005, Workday delivers financial management, human capital management, planning, and analytics applications designed for the world’s largest companies, educational institutions, and government agencies.

Organizations ranging from medium-sized businesses to Fortune 50 enterprises have selected Workday.

We achieved this leadership position through our innovative and adaptable technology, our core values, and our commitment to customer satisfaction.

Workday is leading the way in helping organizations better manage their financial and human capital resources with one system that helps enable them to plan, execute, analyze, and extend — all powered by machine learning.

Organizations today operate in environments that are highly complex and changing at an increasingly rapid rate.

Managers and employees must synthesize vast amounts of information and react quickly to changes in global business and regulatory environments.

To be successful, they need adaptable software that enables informed decision making about the enterprise-wide allocation of their current and future people and financial resources.

Additionally, managers and employees expect to interact with enterprise systems in an open, intuitive, and collaborative way, including real-time access through a wide range of mobile and computing devices.

Workday is delivered in the cloud, enabling organizations to embrace change in their operating environments.

Our rapid innovation cycles provide customers with new product functionality, support for regulatory requirement updates, increased performance, and an enhanced user experience, all delivered via biannual feature releases in addition to weekly updates that require minimal downtime.

With this product delivery model, Workday customers benefit from the most current technologies without the burden of costly, time-consuming upgrades typically associated with traditional on-premise software.

Our innovative technology leverages the most recent advances in cloud computing and data management, allowing us to deliver applications that are highly functional, flexible, secure, and fast.

This approach substantially reduces the need for our customers to buy and support a broad range of IT infrastructure, significantly reducing costs and minimizing complexity.

Key features of our technology infrastructure include:

- a multi-tenant architecture, in which customers are on the same version of our software, enabling innovations to be deployed quickly;

- objects that represent real-world entities, such as employees, benefits, budgets, charts of accounts, and organizations, combining business logic and data in one place and creating actionable analytics that are part of our core transactional system of record;

- in-memory data management, allowing the rapid and efficient delivery of embedded business intelligence;

- embedded machine learning, providing better predictions so customers can make more informed financial and workforce decisions; and

- open, standards-based web-services application programming interfaces and pre-built packaged integrations and connectors.

Our Products

Workday Financial Management

Workday Financial Management is a comprehensive, unified set of applications built on a single global core with a full range of financial capabilities, relevant analytics and metrics, and fully auditable process management built to help streamline financial processes for global organizations.

Workday Financial Management provides core finance functions, including:

- general ledger, accounting, accounts payable, accounts receivable, cash management, asset management, revenue management, and grants management; and

- built-in financial, operational, and management reporting and analysis in real time without the use of complex and expensive bolt-on business intelligence systems.

*Workday Spend Management*

- Workday Expenses delivers user-friendly technology to capture, monitor, and control employee expenses on any device

- Scout Sourcing from Scout RFP (“Scout”), acquired by Workday in December 2019, helps organizations source faster and improve spend outcomes from project intake to contract and supplier management

- Workday Procurement provides a single solution to manage the procure-to-pay process for both goods and services spend

- Workday Inventory provides an end-to-end solution for all aspects of the materials management process that helps organizations manage their internal supply chain.

*Workday Accounting Center*

Workday Accounting Center, which we currently expect to be available in fiscal 2021, will provide a single point of control and maintenance for accounting rules across an organization, automating accounting and enriching financial data for reporting and analysis by transforming business activity from various data sources, such as loan origination systems or insurance claims systems, into journal entries.

Workday Human Capital Management (“HCM”) enables organizations to attract, manage, develop, and retain their global workforce.

Workday HCM includes:

- Global human resources management, including workforce lifecycle management, organization management, compensation, absence, and employee benefits administration;

- Global talent management including goal management, performance management, succession planning, and career and development planning; and

- Skills cloud, a machine-learning-powered universal skills language to help source, utilize, develop, and retain talent with the necessary skills to meet evolving business needs.

*Workday Talent Management*

- Workday Recruiting helps hiring managers, the interview team, and recruiters acquire talent faster, while supporting the candidate experience

- Workday Learning combines peer-generated content, interactive media, and learning management in a single application, delivering a unified learning experience across the workforce

We are regularly involved with claims, suits, regulatory and government investigations, and other proceedings involving competition, intellectual property, data security and privacy, tax and related compliance, labor and employment, commercial disputes, and other matters.

Such claims, suits, regulatory and government investigations, and other proceedings can impose a significant burden on management and employees, could prevent us from offering one or more of our applications, services, or features to others, could require us to change our technology or business practices, or could result in monetary damages, fines, civil or criminal penalties, reputational harm, or other adverse consequences.

These claims, suits, regulatory and government investigations, and other proceedings may include speculative, substantial, or indeterminate monetary amounts.

We record a liability when we believe that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Significant judgment is required to determine both the likelihood of there being a liability and the estimated amount of a liability related to such matters.

With respect to our outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible liability will not, either individually or in aggregate, have a material adverse effect on our business, operating results, cash flows, or financial condition.

However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

From time to time, we are or may be involved in various legal proceedings arising from the normal course of business including matters related to alleged infringement of third-party patents and other intellectual property rights, commercial, employment, and other claims.

We are not presently a party to any litigation the outcome of which we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition.

Defending such proceedings is costly and can impose a significant burden on management and employees, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.

The resolution of legal matters could prevent us from offering one or more of our applications, services, or features to others, could require us to change our technology or business practices, pay monetary damages, or enter into short- or long-term royalty or licensing agreements, or could otherwise be material to our financial condition or cash flows, or both, or adversely affect our operating results.

For the fiscal year ended January 31, [removed: 2020][added: 2021]

(Address of principal executive [removed: offices)][added: offices, including zip code)]

Indicate by [removed: a] check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.][added: Act of 1933 (“Securities Act”).]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Act.][added: Securities Exchange Act of 1934 (“Exchange Act”).]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the [removed: Securities] Exchange Act [removed: of 1934 (the “Exchange Act”)] during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

See the definitions of [removed: large accelerated filer,] [added: “large] accelerated [removed: filer, smaller] [added: filer,” “accelerated filer,” “smaller] reporting [removed: company,] [added: company,”] and [removed: emerging] [added: “emerging] growth [removed: company] [added: company”] in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting stock of the registrant as of July 31, [removed: 2019] [added: 2020] (based on a closing price of [removed: $199.98] [added: $180.92] per share) held by non-affiliates was approximately [removed: $32.9] [added: $32.1] billion.

As of February [removed: 28, 2020,] [added: 26, 2021,] there were approximately [removed: 170] [added: 184] million shares of the registrant’s Class A common [removed: stock] [added: stock, net of treasury stock,] and [removed: 62] [added: 59] million shares of the registrant’s Class B common stock outstanding.

| Item 1. | | | [removed: [Business](#i8193684d022942efb0b45ddd860c5ab4_13)] [added: [Business](#i696761e9974347db9bfa4dba7a4aacc7_13)] | | | [removed: [1](#i8193684d022942efb0b45ddd860c5ab4_13)] [added: [1](#i696761e9974347db9bfa4dba7a4aacc7_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8193684d022942efb0b45ddd860c5ab4_16)] [added: Factors](#i696761e9974347db9bfa4dba7a4aacc7_16)] | | | [removed: [6](#i8193684d022942efb0b45ddd860c5ab4_16)] [added: [8](#i696761e9974347db9bfa4dba7a4aacc7_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8193684d022942efb0b45ddd860c5ab4_22)] [added: Comments](#i696761e9974347db9bfa4dba7a4aacc7_22)] | | | [removed: [23](#i8193684d022942efb0b45ddd860c5ab4_22)] [added: [31](#i696761e9974347db9bfa4dba7a4aacc7_22)] | | |

| Item 2. | | | [removed: [Properties](#i8193684d022942efb0b45ddd860c5ab4_25)] [added: [Properties](#i696761e9974347db9bfa4dba7a4aacc7_25)] | | | [removed: [23](#i8193684d022942efb0b45ddd860c5ab4_25)] [added: [31](#i696761e9974347db9bfa4dba7a4aacc7_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8193684d022942efb0b45ddd860c5ab4_28)] [added: Proceedings](#i696761e9974347db9bfa4dba7a4aacc7_28)] | | | [removed: [24](#i8193684d022942efb0b45ddd860c5ab4_28)] [added: [32](#i696761e9974347db9bfa4dba7a4aacc7_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8193684d022942efb0b45ddd860c5ab4_31)] [added: Disclosures](#i696761e9974347db9bfa4dba7a4aacc7_31)] | | | [removed: [24](#i8193684d022942efb0b45ddd860c5ab4_31)] [added: [32](#i696761e9974347db9bfa4dba7a4aacc7_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i8193684d022942efb0b45ddd860c5ab4_37)] [added: Securities](#i696761e9974347db9bfa4dba7a4aacc7_37)] | | | [removed: [25](#i8193684d022942efb0b45ddd860c5ab4_37)] [added: [33](#i696761e9974347db9bfa4dba7a4aacc7_37)] | | |

| Item 6. | | | [Selected Consolidated Financial [removed: Data](#i8193684d022942efb0b45ddd860c5ab4_40)] [added: Data](#i696761e9974347db9bfa4dba7a4aacc7_40)] | | | [removed: [26](#i8193684d022942efb0b45ddd860c5ab4_40)] [added: [35](#i696761e9974347db9bfa4dba7a4aacc7_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8193684d022942efb0b45ddd860c5ab4_43)] [added: Operations](#i696761e9974347db9bfa4dba7a4aacc7_43)] | | | [removed: [29](#i8193684d022942efb0b45ddd860c5ab4_43)] [added: [37](#i696761e9974347db9bfa4dba7a4aacc7_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i8193684d022942efb0b45ddd860c5ab4_46)] [added: Risk](#i696761e9974347db9bfa4dba7a4aacc7_46)] | | | [removed: [39](#i8193684d022942efb0b45ddd860c5ab4_46)] [added: [48](#i696761e9974347db9bfa4dba7a4aacc7_46)] | | |

| Item 8. | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i8193684d022942efb0b45ddd860c5ab4_49)] [added: Data](#i696761e9974347db9bfa4dba7a4aacc7_49)] | | | [removed: [40](#i8193684d022942efb0b45ddd860c5ab4_49)] [added: [50](#i696761e9974347db9bfa4dba7a4aacc7_49)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8193684d022942efb0b45ddd860c5ab4_166)] [added: Disclosure](#i696761e9974347db9bfa4dba7a4aacc7_139)] | | | [removed: [79](#i8193684d022942efb0b45ddd860c5ab4_166)] [added: [90](#i696761e9974347db9bfa4dba7a4aacc7_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8193684d022942efb0b45ddd860c5ab4_169)] [added: Procedures](#i696761e9974347db9bfa4dba7a4aacc7_142)] | | | [removed: [79](#i8193684d022942efb0b45ddd860c5ab4_169)] [added: [90](#i696761e9974347db9bfa4dba7a4aacc7_142)] | | |

| Item 9B. | | | [Other [removed: Information](#i8193684d022942efb0b45ddd860c5ab4_172)] [added: Information](#i696761e9974347db9bfa4dba7a4aacc7_145)] | | | [removed: [79](#i8193684d022942efb0b45ddd860c5ab4_172)] [added: [91](#i696761e9974347db9bfa4dba7a4aacc7_145)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i8193684d022942efb0b45ddd860c5ab4_178)] [added: Governance](#i696761e9974347db9bfa4dba7a4aacc7_151)] | | | [removed: [80](#i8193684d022942efb0b45ddd860c5ab4_178)] [added: [92](#i696761e9974347db9bfa4dba7a4aacc7_151)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8193684d022942efb0b45ddd860c5ab4_181)] [added: Compensation](#i696761e9974347db9bfa4dba7a4aacc7_154)] | | | [removed: [80](#i8193684d022942efb0b45ddd860c5ab4_181)] [added: [92](#i696761e9974347db9bfa4dba7a4aacc7_154)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8193684d022942efb0b45ddd860c5ab4_184)] [added: Matters](#i696761e9974347db9bfa4dba7a4aacc7_157)] | | | [removed: [80](#i8193684d022942efb0b45ddd860c5ab4_184)] [added: [92](#i696761e9974347db9bfa4dba7a4aacc7_157)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i8193684d022942efb0b45ddd860c5ab4_187)] [added: Independence](#i696761e9974347db9bfa4dba7a4aacc7_160)] | | | [removed: [80](#i8193684d022942efb0b45ddd860c5ab4_187)] [added: [92](#i696761e9974347db9bfa4dba7a4aacc7_160)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8193684d022942efb0b45ddd860c5ab4_190)] [added: Services](#i696761e9974347db9bfa4dba7a4aacc7_163)] | | | [removed: [80](#i8193684d022942efb0b45ddd860c5ab4_190)] [added: [92](#i696761e9974347db9bfa4dba7a4aacc7_163)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8193684d022942efb0b45ddd860c5ab4_196)] [added: Schedules](#i696761e9974347db9bfa4dba7a4aacc7_169)] | | | [removed: [81](#i8193684d022942efb0b45ddd860c5ab4_196)] [added: [93](#i696761e9974347db9bfa4dba7a4aacc7_169)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8193684d022942efb0b45ddd860c5ab4_199)] [added: Summary](#i696761e9974347db9bfa4dba7a4aacc7_172)] | | | [removed: [84](#i8193684d022942efb0b45ddd860c5ab4_199)] [added: [96](#i696761e9974347db9bfa4dba7a4aacc7_172)] | | |

All statements contained in this report other than statements of historical fact, including statements regarding our future operating results and financial position, [removed: our] business strategy and plans, and [removed: our] objectives for future operations, are forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those [added: arising from the impact of the coronavirus pandemic (“COVID-19 pandemic”), as well as those] described in the* “*Risk Factors*” *section, which we encourage you to read carefully.

It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may [removed: make.][added: make.*]

[removed: In] [added: *In] light of these risks, uncertainties, and assumptions, the future [removed: events] [added: events, circumstances,] and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied by the forward-looking [removed: statements.*][added: statements.]

[removed: *You] [added: Accordingly, you] should not rely upon forward-looking statements as predictions of future events.

We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised [removed: expectations.*][added: expectations, except as required by applicable law.]

References to fiscal [removed: 2020,] [added: 2021,] for example, refer to the year ended January 31, [removed: 2020*.][added: 2021*.]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Portions of the registrant's definitive proxy statement for its 2021 Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the registrant's fiscal year ended January 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.

If we do update any forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.*

Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2020.

The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended January 31, 2020.

The events and circumstances reflected in the forward-looking statements may not be achieved or occur.

It consists of approximately [removed: 493,000] [added: 516,000] square feet of leased facilities, 677,000 square feet of owned facilities, and a 6.9 acre parcel of leased land.

We lease certain office space [added: within our corporate headquarters] from an affiliate of our Chairman, Mr. [removed: Duffield, adjacent to our corporate headquarters.][added: Duffield.]

We [removed: have and will continue to seek] [added: obtained] independent evaluations of current market rates at the time of lease negotiations with the goal of leasing at a rate comparable to the current market price.

During fiscal 2021, we entered into an agreement with this affiliated party for a fee of $1.5 million for an option to purchase these leased facilities at a price based on third-party appraisals and negotiation between Workday and the affiliated party (the “Leased Property Purchase Option”).

On February 23, 2021, our Board of Directors approved the exercise of the Leased Property Purchase Option.

The purchase of these leased facilities is expected to be completed in the first quarter of fiscal 2022.

For further information, see Note 12, Leases, and Note 22, Subsequent Events, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

We expect to expand our facilities capacity at our corporate headquarters and in certain field locations during fiscal 2021, to support our continued growth.

We believe that we will be able to obtain additional space on commercially reasonable terms.

We are currently considering purchasing these buildings.

Our Class A common stock [removed: has] [added: is] traded on the Nasdaq Global Select Market under the symbol [removed: “WDAY” since September 20, 2017.][added: “WDAY”.]

As of February [removed: 28, 2020,] [added: 26, 2021,] there were 17 stockholders of record of our Class A common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners, as well as [removed: 87] [added: 77] stockholders of record of our Class B common stock.

The following shall not be deemed “soliciting material” or deemed “filed” for purposes of Section 18 of the Exchange [removed: Act] [added: Act,] or subject to Regulation 14A or 14C, other than as provided by this Item 5, or to the liabilities of Section 18 of the Exchange Act, or incorporated by reference into any of our other filings under the Exchange Act or the Securities [removed: Act of 1933, as amended,] [added: Act,] except to the extent we specifically incorporate it by reference into such filing.

The chart assumes $100 was invested at the close of market on January 31, [removed: 2015,] [added: 2016,] in [removed: the] [added: our] Class A common [removed: stock of Workday, Inc.,] [added: stock,] the S&P 500 Index, and the S&P 1500 Application Software Index, and assumes the reinvestment of any dividends.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 1/31/2015] [added: 1/31/2016] | | | | | | [removed: 1/31/2016] [added: 1/31/2017] | | | | | | [removed: 1/31/2017] [added: 1/31/2018] | | | | | | [removed: 1/31/2018] [added: 1/31/2019] | | | | | | [removed: 1/31/2019] [added: 1/31/2020] | | | | | | [removed: 1/31/2020] [added: 1/31/2021] | | |

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 131.87 | | | | | $ | 190.27 | | | | | $ | 288.10 | | | | | $ | 293.02 | | | | | $ | 361.10 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 120.03 | | | | | | 151.72 | | | | | | 148.20 | | | | | | 180.31 | | | | | | 211.39 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 127.01 | | | | | | 187.57 | | | | | | 226.35 | | | | | | 302.40 | | | | | | 398.98 | | |

During the three months ended January 31, 2021, we issued 1.4 million shares of our unregistered Class A common stock to warrant holders who net exercised their warrants related to our 1.50% convertible senior notes due July 15, 2020 (“2020 Notes”).

This share amount represents the number of warrants exercised multiplied by the difference between the exercise price of the warrants and their daily volume weighted-average stock price.

For further information regarding the above transactions, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

These shares of our Class A common stock were issued in an exchange pursuant to Section 3(a)(9) of the Securities Act.

We did not receive any proceeds from the warrant exercises, nor were they subject to underwriting discounts or commissions.

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| November 1, 2020 - November 30, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| December 1, 2020 - December 31, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| January 1, 2021 - January 31, 2021(1) | | | | | | 164 | | | | | | 228.56 | | | | | | — | | | | | | — | | |

| Total | | | | | | 164 | | | | | | $ | 228.56 | | | | | — | | | | | | — | | |

(1)The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes.

For further information, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Prior to that time, it traded on the New York Stock Exchange.

The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2020 Annual Meeting of Stockholders.

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 79.30 | | | | | $ | 104.57 | | | | | $ | 150.88 | | | | | $ | 228.45 | | | | | $ | 232.36 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 99.33 | | | | | | 119.22 | | | | | | 150.70 | | | | | | 147.20 | | | | | | 179.10 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 113.48 | | | | | | 144.13 | | | | | | 212.86 | | | | | | 256.87 | | | | | | 343.17 | | |

None.

During the three months ended January 31, 2020, we did not repurchase any of our securities.

| | | | Year Ended January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | |

| | | | | | | | | | | | | | | | [removed: | | | | | | *As Adjusted | | | | | | *As Adjusted | | | | | | | | | | | |] [added: As Adjusted(2)] | | | | | | | | | | | | | | |

| | | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Subscription services | | | $ | [removed: 3,096,389] [added: 3,788,452] | | | | | $ | [removed: 2,385,769] [added: 3,096,389] | | | | | $ | [removed: 1,787,833] [added: 2,385,769] | | | | | $ | [removed: 1,290,733] [added: 1,787,833] | | | | | $ | [removed: 920,196 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,290,733] | |

| Professional services | | | [removed: 530,817 | | | | | | 436,411 | | | | | | 355,217 | | | | | | 283,707 | | | | | | 236,494] [added: 529,544] | | | | | | [added: 530,817] | | | | | | [added: 436,411] | | | | | | [added: 355,217] | | | | | | [added: 283,707] | | |

| Total revenues | | | [removed: 3,627,206 | | | | | | 2,822,180 | | | | | | 2,143,050 | | | | | | 1,574,440 | | | | | | 1,156,690] [added: 4,317,996] | | | | | | [added: 3,627,206] | | | | | | [added: 2,822,180] | | | | | | [added: 2,143,050] | | | | | | [added: 1,574,440] | | |

| Costs and expenses (1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Costs of subscription services | | | [removed: 488,513 | | | | | | 379,877 | | | | | | 273,461 | | | | | | 213,389 | | | | | | 149,869] [added: 611,912] | | | | | | [added: 488,513] | | | | | | [added: 379,877] | | | | | | [added: 273,461] | | | | | | [added: 213,389] | | |

| Costs of professional services | | | [removed: 576,745 | | | | | | 455,073 | | | | | | 355,952 | | | | | | 270,156 | | | | | | 224,558] [added: 586,220] | | | | | | [added: 576,745] | | | | | | [added: 455,073] | | | | | | [added: 355,952] | | | | | | [added: 270,156] | | |

| Product development | | | [removed: 1,549,906 | | | | | | 1,211,832 | | | | | | 910,584 | | | | | | 680,531 | | | | | | 469,944] [added: 1,721,222] | | | | | | [added: 1,549,906] | | | | | | [added: 1,211,832] | | | | | | [added: 910,584] | | | | | | [added: 680,531] | | |

| Sales and marketing | | | [removed: 1,146,548 | | | | | | 891,345 | | | | | | 683,367 | | | | | | 565,328 | | | | | | 413,530] [added: 1,233,173] | | | | | | [added: 1,146,548] | | | | | | [added: 891,345] | | | | | | [added: 683,367] | | | | | | [added: 565,328] | | |

| General and administrative | | | [removed: 367,724 | | | | | | 347,337 | | | | | | 222,909 | | | | | | 198,122 | | | | | | 148,578] [added: 414,068] | | | | | | [added: 367,724] | | | | | | [added: 347,337] | | | | | | [added: 222,909] | | | | | | [added: 198,122] | | |

| Total costs and expenses | | | [removed: 4,129,436 | | | | | | 3,285,464 | | | | | | 2,446,273 | | | | | | 1,927,526 | | | | | | 1,406,479] [added: 4,566,595] | | | | | | [added: 4,129,436] | | | | | | [added: 3,285,464] | | | | | | [added: 2,446,273] | | | | | | [added: 1,927,526] | | |

| Operating [removed: loss | | | (502,230) | | | | | | (463,284) | | | | | | (303,223) | | | | | | (353,086) | | |] [added: income (loss)] | | | [removed: (249,789)] [added: (248,599)] | | | | | | [added: (502,230)] | | | | | | [added: (463,284)] | | | | | | [added: (303,223)] | | | | | | [added: (353,086)] | | |

| Other income (expense), net | | | [removed: 19,783 | | | | | | 39,532 | | | | | | (11,563) | | | | | | (32,427) | | | | | | (24,242)] [added: (26,535)] | | | | | | [added: 19,783] | | | | | | [added: 39,532] | | | | | | [added: (11,563)] | | | | | | [added: (32,427)] | | |

| Loss before provision for (benefit from) income taxes | | | [removed: (482,447) | | | | | | (423,752) | | | | | | (314,786) | | | | | | (385,513) | | | | | | (274,031)] [added: (275,134)] | | | | | | [added: (482,447)] | | | | | | [added: (423,752)] | | | | | | [added: (314,786)] | | | | | | [added: (385,513)] | | |

| Provision for (benefit from) income taxes | | | [removed: (1,773) | | | | | | (5,494) | | | | | | 6,436 | | | | | | (814) | | | | | | 1,017] [added: 7,297] | | | | | | [added: (1,773)] | | | | | | [added: (5,494)] | | | | | | [added: 6,436] | | | | | | [added: (814)] | | |

| Net loss | | | $ | [removed: (480,674)] [added: (282,431)] | | | | | $ | [removed: (418,258)] [added: (480,674)] | | | | | $ | [removed: (321,222)] [added: (418,258)] | | | | | $ | [removed: (384,699)] [added: (321,222)] | | | | | $ | [removed: (275,048) | | | | | | | | | | | | | | | | | | | | | | | |] [added: (384,699)] | |

| Net loss per share attributable to Class A and Class B common stockholders, basic and diluted | | | $ | [removed: (2.12)] [added: (1.19)] | | | | | $ | [removed: (1.93)] [added: (2.12)] | | | | | $ | [removed: (1.55)] [added: (1.93)] | | | | | $ | [removed: (1.94)] [added: (1.55)] | | | | | $ | [removed: (1.45) | | | | | | | | | | | | | | | | | | | | | | | |] [added: (1.94)] | |

| Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders | | | [removed: 227,185 | | | | | | 216,789 | | | | | | 207,774 | | | | | | 198,214 | | | | | | 190,016] [added: 237,019] | | | | | | [added: 227,185] | | | | | | [added: 216,789] | | | | | | [added: 207,774] | | | | | | [added: 198,214] | | |

| Costs of subscription services | | | $ | [removed: 49,919] [added: 63,253] | | | | | $ | [removed: 36,754] [added: 49,919] | | | | | $ | [removed: 26,280] [added: 36,754] | | | | | $ | [removed: 20,773] [added: 26,280] | | | | | $ | [removed: 12,060 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 20,773] | |

| Costs of professional services | | | [removed: 80,401 | | | | | | 55,535 | | | | | | 37,592 | | | | | | 26,833 | | | | | | 19,526] [added: 101,869] | | | | | | [added: 80,401] | | | | | | [added: 55,535] | | | | | | [added: 37,592] | | | | | | [added: 26,833] | | |

| Product development | | | [removed: 434,188 | | | | | | 320,876 | | | | | | 229,819 | | | | | | 166,529 | | | | | | 109,362] [added: 505,376] | | | | | | [added: 434,188] | | | | | | [added: 320,876] | | | | | | [added: 229,819] | | | | | | [added: 166,529] | | |

| Sales and marketing | | | [removed: 176,758 | | | | | | 132,810 | | | | | | 100,762 | | | | | | 86,229 | | | | | | 51,617] [added: 202,819] | | | | | | [added: 176,758] | | | | | | [added: 132,810] | | | | | | [added: 100,762] | | | | | | [added: 86,229] | | |

| General and administrative | | | [removed: 118,614 | | | | | | 127,443 | | | | | | 83,972 | | | | | | 78,265 | | | | | | 57,405] [added: 131,537] | | | | | | [added: 118,614] | | | | | | [added: 127,443] | | | | | | [added: 83,972] | | | | | | [added: 78,265] | | |

| | | | As of January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 731,141] [added: 1,384,181] | | | | | $ | [removed: 638,554] [added: 731,141] | | | | | $ | [removed: 1,134,355] [added: 638,554] | | | | | $ | [removed: 539,923] [added: 1,134,355] | | | | | $ | [removed: 300,087 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 539,923] | |

| Marketable securities | | | [removed: 1,213,432 | | | | | | 1,139,864 | | | | | | 2,133,495 | | | | | | 1,456,822 | | | | | | 1,669,372] [added: 2,151,472] | | | | | | [added: 1,213,432] | | | | | | [added: 1,139,864] | | | | | | [added: 2,133,495] | | | | | | [added: 1,456,822] | | |

| Working capital | | | [removed: 125,218 | | | | | | 269,905 | | | | | | 1,898,104 | | | | | | 1,239,202 | | | | | | 1,468,067] [added: 519,413] | | | | | | [added: 125,218] | | | | | | [added: 269,905] | | | | | | [added: 1,898,104] | | | | | | [added: 1,239,202] | | |

| Property and equipment, net | | | [removed: 936,179 | | | | | | 796,907 | | | | | | 546,609 | | | | | | 365,877 | | | | | | 214,158] [added: 972,403] | | | | | | [added: 936,179] | | | | | | [added: 796,907] | | | | | | [added: 546,609] | | | | | | [added: 365,877] | | |

| Operating lease right-of-use assets | | | [removed: 290,902] [added: 414,143] | | | | | | [removed: —] [added: 290,902] | | | | | | — | | | | | | — | | | | | | — | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total assets | | | [removed: 6,816,365 | | | | | | 5,520,746 | | | | | | 4,947,424 | | | | | | 3,268,282 | | | | | | 2,812,370] [added: 8,718,411] | | | | | | [added: 6,816,365] | | | | | | [added: 5,520,746] | | | | | | [added: 4,947,424] | | | | | | [added: 3,268,282] | | |

| Total unearned revenue | | | [removed: 2,309,203 | | | | | | 1,949,270 | | | | | | 1,537,147 | | | | | | 1,221,543 | | | | | | 891,882] [added: 2,636,735] | | | | | | [added: 2,309,203] | | | | | | [added: 1,949,270] | | | | | | [added: 1,537,147] | | | | | | [added: 1,221,543] | | |

| [removed: Convertible senior notes, net | | | 1,262,286 | | | | | | 1,204,778 | | | | | | 1,491,354 | | | | | | 534,423 | | |] [added: Total debt] | | | [removed: 507,476] [added: 1,795,014] | | | | | | [added: 1,262,286] | | | | | | [added: 1,204,778] | | | | | | [added: 1,491,354] | | | | | | [added: 534,423] | | |

| Total operating lease liabilities | | | [removed: 307,572] [added: 443,051] | | | | | | [removed: —] [added: 307,572] | | | | | | — | | | | | | — | | | | | | — | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

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| | | | Year Ended January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| | | | | | | | | | | | | | | | As Adjusted(3) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(3)The summary consolidated balance sheet data as of January 31, 2017, reflects the adoption of ASU No. 2014-09, *Revenue from Contracts with Customers (Topic 606).*

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| | | | Year Ended January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| | | | | | | | | | | | | | | | As Adjusted(4) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(4)The summary consolidated cash flow data for the year ended January 31, 2017, reflects the adoption of ASU No. 2016-18, *Statement of Cash Flows (Topic 230): Restricted Cash*.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net loss attributable to Class A and Class B common stockholders | | | $ | (480,674) | | | | | $ | (418,258) | | | | | $ | (321,222) | | | | | $ | (384,699) | | | | | $ | (275,048) | | | | | | | | | | | | | | | | | | | | | | | | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i8193684d022942efb0b45ddd860c5ab4_52)] [added: Firm](#i696761e9974347db9bfa4dba7a4aacc7_52)] | | | [removed: [41](#i8193684d022942efb0b45ddd860c5ab4_52)] [added: [51](#i696761e9974347db9bfa4dba7a4aacc7_52)] | | |

| [Consolidated Balance [removed: Sheets](#i8193684d022942efb0b45ddd860c5ab4_55)] [added: Sheets](#i696761e9974347db9bfa4dba7a4aacc7_55)] | | | [removed: [44](#i8193684d022942efb0b45ddd860c5ab4_55)] [added: [54](#i696761e9974347db9bfa4dba7a4aacc7_55)] | | |

| [Consolidated Statements of [removed: Operations](#i8193684d022942efb0b45ddd860c5ab4_61)] [added: Operations](#i696761e9974347db9bfa4dba7a4aacc7_58)] | | | [removed: [45](#i8193684d022942efb0b45ddd860c5ab4_61)] [added: [55](#i696761e9974347db9bfa4dba7a4aacc7_58)] | | |

| [Consolidated Statements of Comprehensive [removed: Loss](#i8193684d022942efb0b45ddd860c5ab4_67)] [added: Loss](#i696761e9974347db9bfa4dba7a4aacc7_64)] | | | [removed: [46](#i8193684d022942efb0b45ddd860c5ab4_67)] [added: [56](#i696761e9974347db9bfa4dba7a4aacc7_64)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i8193684d022942efb0b45ddd860c5ab4_73)] [added: Equity](#i696761e9974347db9bfa4dba7a4aacc7_67)] | | | [removed: [47](#i8193684d022942efb0b45ddd860c5ab4_73)] [added: [57](#i696761e9974347db9bfa4dba7a4aacc7_67)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8193684d022942efb0b45ddd860c5ab4_76)] [added: Flows](#i696761e9974347db9bfa4dba7a4aacc7_70)] | | | [removed: [49](#i8193684d022942efb0b45ddd860c5ab4_76)] [added: [58](#i696761e9974347db9bfa4dba7a4aacc7_70)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8193684d022942efb0b45ddd860c5ab4_79)] [added: Statements](#i696761e9974347db9bfa4dba7a4aacc7_73)] | | | [removed: [51](#i8193684d022942efb0b45ddd860c5ab4_79)] [added: [60](#i696761e9974347db9bfa4dba7a4aacc7_73)] | | |

We have audited the accompanying consolidated balance sheets of Workday, Inc. (the Company) as of January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 3, 2020] [added: 2, 2021] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| Description of the Matter | | | As described in Note 2 to the consolidated financial statements, the Company recognizes revenue primarily from subscription services and professional services contracts. Some of the Company’s contracts contain multiple performance obligations. For these contracts, the Company assesses the performance obligations and accounts for those obligations separately if they are distinct. In such cases, the transaction price is allocated to the distinct performance obligations on a relative standalone selling price basis. Auditing the Company's determination of distinct performance obligations and the allocation of the transaction price to these performance obligations [removed: can be] [added: was] challenging. For example, there [removed: may be] [added: were] nonstandard terms and conditions that [removed: require] [added: required] judgment to determine the distinct performance obligations and relative standalone selling prices [removed: are] [added: were] accounted for appropriately. | | |

We have audited Workday, Inc.’s internal control over financial reporting as of January 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Workday, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated March [removed: 3, 2020] [added: 2, 2021] expressed an unqualified opinion thereon.

| | | | January 31, | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [added: 2019] | | |

| Assets | | | | | | | | | | | | [removed: | | | | | |]

| Current assets: | | | | | | | | | | | | [removed: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 731,141] [added: 1,384,181] | | | | | $ | [removed: 638,554] [added: 731,141] | | | | | [added: $] | [added: 638,554] | |

| Marketable securities | | | [removed: 1,213,432 | | | | | | 1,139,864] [added: 2,151,472] | | | | | | [added: 1,213,432] | | |

| Trade and other receivables, net of allowance for [removed: doubtful accounts] [added: credit losses] of [removed: $6,762] [added: $14,267] and [removed: $5,965,] [added: $6,762,] respectively | | | [removed: 877,578 | | | | | | 704,680] [added: 1,032,484] | | | | | | [added: 877,578] | | |

| Deferred costs | | | [removed: 100,459 | | | | | | 80,809] [added: 122,764] | | | | | | [added: 100,459] | | |

| Prepaid expenses and other current assets | | | [removed: 172,012 | | | | | | 136,689] [added: 111,160] | | | | | | [added: 172,012] | | |

| Total current assets | | | [removed: 3,094,622 | | | | | | 2,700,596] [added: 4,802,061] | | | | | | [added: 3,094,622] | | |

| Property and equipment, net | | | [removed: 936,179 | | | | | | 796,907] [added: 972,403] | | | | | | [added: 936,179] | | |

| Operating lease right-of-use assets | | | [removed: 290,902 | | | | | | —] [added: 414,143] | | | | | | [added: 290,902] | | |

| Deferred costs, noncurrent | | | [removed: 222,395 | | | | | | 183,518] [added: 271,796] | | | | | | [added: 222,395] | | |

| Acquisition-related intangible assets, net | | | [removed: 308,401 | | | | | | 313,240] [added: 248,626] | | | | | | [added: 308,401] | | |

| Goodwill | | | [removed: 1,819,261 | | | | | | 1,379,125] [added: 1,819,625] | | | | | | [added: 1,819,261] | | |

| Other assets | | | [removed: 144,605 | | | | | | 147,360] [added: 189,757] | | | | | | [added: 144,605] | | |

| Total assets | | | $ | [removed: 6,816,365] [added: 8,718,411] | | | | | $ | [removed: 5,520,746 | | | | | |] [added: 6,816,365] | |

| Liabilities and stockholders’ equity | | | | | | | | | | | | [removed: | | | | | |]

| Current liabilities: | | | | | | | | | | | | [removed: | | | | | |]

| Accounts payable | | | $ | [removed: 57,556] [added: 75,596] | | | | | $ | [removed: 29,093 | | | | | |] [added: 57,556] | |

| Accrued expenses and other current liabilities | | | [removed: 130,050 | | | | | | 123,542] [added: 169,266] | | | | | | [added: 130,050] | | |

| Accrued compensation | | | [removed: 248,154 | | | | | | 207,924] [added: 285,061] | | | | | | [added: 248,154] | | |

| Unearned revenue | | | [removed: 2,223,178 | | | | | | 1,837,618] [added: 2,556,624] | | | | | | [added: 2,223,178] | | |

| Operating lease liabilities | | | [removed: 66,147 | | | | | | —] [added: 93,000] | | | | | | [added: 66,147] | | |

| Total current liabilities | | | [removed: 2,969,404 | | | | | | 2,430,691] [added: 4,282,648] | | | | | | [added: 2,969,404] | | |

March 2, 2021

March 2, 2021

| | | | 2021 | | | | | | 2020 | | |

| Debt, current | | | 1,103,101 | | | | | | 244,319 | | |

| Debt, noncurrent | | | 691,913 | | | | | | 1,017,967 | | |

| Treasury stock, at cost; 0.1 million and 0 million shares as of January 31, 2021, and 2020, respectively | | | (12,384) | | | | | | — | | |

| Cumulative effect of accounting changes | | | — | | | | | | 381 | | | | | | — | | |

| Cumulative effect of accounting changes | | | (200) | | | | | | (381) | | | | | | 427 | | |

| | | | | | | | | | | | | | | | | | |

| Issuance of common stock under employee equity plans | | | 9,371,466 | | | | | | 9,656,111 | | | | | | 9,011,223 | | |

| Settlement of warrants | | | 1,587,375 | | | | | | — | | | | | | 1,063,380 | | |

| Purchase of treasury stock from the exercise of convertible senior notes hedges | | | (1,654,921) | | | | | | — | | | | | | (1,457,548) | | |

| | | | | | | | | | | | | | | | | | |

| Net loss | | | $ | (282,431) | | | | | $ | (480,674) | | | | | $ | (418,258) | |

| Proceeds from borrowings on Term Loan, net of debt discount and issuance costs | | | 747,795 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Payments on Term Loan | | | (18,750) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| | | | Year Ended January 31, | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

For fiscal 2021, our CODMs were our co-chief executive officers, Aneel Bhusri and Chano Fernandez.

In addition, we measure our non-marketable equity investments for which there has been an observable price change from an orderly transaction for identical or similar investments of the same issuer at fair value.

When the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis or (ii) management has the intention to sell the security.

If neither of these conditions are met, we must determine whether the impairment is due to credit losses.

To determine the amount of credit losses, we compare the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, with its amortized cost basis.

The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security.

An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in Other income (expense), net on our consolidated statements of operations.

Non-credit related impairment losses are recorded in Other comprehensive income (loss) (“OCI”).

We determine at the inception of each arrangement whether an investment or other interest is considered a variable interest entity (“VIE”).

If the investment or other interest is determined to be a VIE, we must evaluate whether we are considered the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to direct the activities that most significantly impact the VIE’s economic performance; and (2) has the obligation to absorb losses or the right to receive benefits from the VIE.

For investments in VIEs in which we are considered the primary beneficiary, the assets, liabilities, and results of operations of the VIE are consolidated in our consolidated financial statements.

As of January 31, 2021, there were no VIEs for which we were the primary beneficiary.

*Equity Investments Accounted for Under the Equity Method*

Investments in VIEs for which we are not the primary beneficiary or do not own a controlling interest but can exercise significant influence over the investee are accounted for under the equity method of accounting.

These investments are measured at cost, less any impairment, plus or minus our share of earnings and losses and are included in Other assets on the consolidated balance sheets.

March 3, 2020

| Current portion of convertible senior notes, net | | | 244,319 | | | | | | 232,514 | | | | | | | | |

| Convertible senior notes, net | | | 1,017,967 | | | | | | 972,264 | | | | | | | | |

See Notes to Consolidated Financial Statements

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Vested restricted stock units | | | 7 | | | | | | 6 | | | | | | 6 | | | | | | | | | | | | | | |

| Vesting of early exercised stock options | | | — | | | | | | — | | | | | | 775 | | | | | | | | | | | | | | |

| Vested restricted stock units | | | (7) | | | | | | (6) | | | | | | (6) | | | | | | | | | | | | | | |

| Purchase of convertible senior notes hedges | | | — | | | | | | — | | | | | | (175,530) | | | | | | | | | | | | | | |

| Issuance of warrants | | | — | | | | | | — | | | | | | 80,805 | | | | | | | | | | | | | | |

| Equity component of convertible senior notes | | | — | | | | | | — | | | | | | 219,702 | | | | | | | | | | | | | | |

| Cumulative-effect adjustment to Accumulated deficit related to the adoption of ASU No. 2018-07 | | | 381 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Cumulative-effect adjustment to Accumulated deficit related to the adoption of ASU No. 2018-07 | | | (381) | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Cumulative-effect adjustment to Accumulated deficit related to the adoption of ASU No. 2016-16 | | | — | | | | | | 427 | | | | | | — | | | | | | | | | | | | | | |

| Cumulative-effect adjustment to Accumulated deficit related to the adoption of ASU No. 2016-09 | | | — | | | | | | — | | | | | | 231 | | | | | | | | | | | | | | |

| Issuance of common stock under employee equity plans | | | 3,073,454 | | | | | | 2,317,463 | | | | | | 3,318,514 | | | | | | | | | | | | | | |

| Vested restricted stock units | | | 6,582,657 | | | | | | 6,273,733 | | | | | | 5,715,576 | | | | | | | | | | | | | | |

| Settlement of warrants | | | — | | | | | | 25,990 | | | | | | — | | | | | | | | | | | | | | |

| Proceeds from borrowings on convertible senior notes, net of issuance costs | | | — | | | | | | — | | | | | | 1,132,101 | | | | | | | | | | | | | | |

| Proceeds from issuance of warrants | | | — | | | | | | — | | | | | | 80,805 | | | | | | | | | | | | | | |

As used in this report, the terms “Workday,” “registrant,” “we,” “us,” and “our” mean Workday, Inc. and its subsidiaries, unless the context indicates otherwise.

All debt securities are recorded at their estimated fair value.

Unrealized gains and losses on available-for-sale debt securities are recorded in Accumulated other comprehensive income (loss) (“AOCI”).

We evaluate our investments to assess whether those in unrealized loss positions are other-than-temporarily impaired.

We consider impairments to be other-than-temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis.

Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in Other income (expense), net on the consolidated statements of operations.

The carrying value for these investments is not adjusted if there are no observable transactions for identical or similar investments of the same issuer or if there are no identified events or changes in circumstances that may indicate impairment.

Valuations of non-marketable equity investments are inherently complex due to the lack of readily available market data.

If our investment is considered to be impaired, we will record an impairment in Other income (expense), net on the consolidated statements of operations and establish a new carrying value for the investment.

The effects of foreign currency translation adjustments are recorded in other comprehensive income (“OCI”) as a component of stockholders’ equity and related periodic movements are summarized as a line item in our consolidated statements of comprehensive loss.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, *Leases (Topic 842)*, which requires the recognition of right-of-use assets and lease liabilities on the balance sheet for those leases currently classified as operating leases under Accounting Standards Codification *Topic 840 Leases*.

Accounting for finance leases remains substantially unchanged.

We adopted this standard effective February 1, 2019, using a modified retrospective method, under which financial results reported in periods prior to February 1, 2019, were not adjusted.

We elected the package of transition practical expedients, which among other things, does not require reassessment of lease classifications.

Additionally, we elected to combine lease and non-lease components for each of our existing underlying asset classes and to not include leases with a term of 12 months or less on our consolidated balance sheets.

The most significant impact of adopting this standard was the recognition of $279 million of operating lease right-of-use assets and $307 million of operating lease liabilities on our consolidated balance sheet as of February 1, 2019.

Additionally, we reclassified $28 million in previously recognized deferred rent obligations and lease incentives to operating lease right-of-use assets.

This adoption did not result in any cumulative-effect adjustments to Accumulated deficit, and there was no material impact on our consolidated statement of operations.

*ASU No. 2017-12*

Under the supervision and with the participation of our management, including our principal executive [removed: officer] [added: officers] and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange [removed: Act,] [added: Act] as of the end of the period covered by this report.

Based on management’s evaluation, our principal executive [removed: officer] [added: officers] and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive [removed: officer] [added: officers] and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, [removed: 2020,] [added: 2021,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Under the supervision and with the participation of our management, including our principal executive [removed: officer] [added: officers] and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

Based on that evaluation, our principal executive [removed: officer] [added: officers] and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2020,] [added: 2021] that materially affected, or is reasonably likely to materially affect, our internal control over financial [removed: reporting.][added: reporting, despite the fact that the majority of our employees are continuing to work remotely due to the COVID-19 pandemic.]

We are continually monitoring and assessing the COVID-19 situation on our internal controls to understand the potential impact on their design and operating effectiveness.

With regard to the information required by this Item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy [removed: Statement related to the 2020 Annual Meeting of Stockholders,] [added: Statement,] and such disclosure, if any, is incorporated herein by reference.

We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our principal executive [removed: officer,] [added: officers,] our principal financial officer, and all other executive officers.

| Exhibit No. | | | | | | Exhibit | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |] Filed Herewith | | |

| [removed: | | | | | | | | | | | |] Form | | | | | | File No. | | | | | | Filing Date | | | | | | Exhibit No. | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| 3.1 | | | | | | [Restated Certificate of Incorporation of the Registrant](http://www.sec.gov/Archives/edgar/data/1327811/000119312512495545/d411267dex31.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | December 7, 2012 | | | | | | 3.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1327811/000119312515213565/d938323dex31.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000119312521054693/d109279dex31.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | [removed: June 5, 2015] [added: February 24, 2021] | | | | | | 3.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.1 | | | | | | [Form of Registrant’s Class A common stock certificate](http://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex41.htm) | | | | | | S-1/A | | | | | | 333-183640 | | | | | | October 1, 2012 | | | | | | 4.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.2 | | | | | | [Form of Registrant’s Class B common stock certificate](http://www.sec.gov/Archives/edgar/data/1327811/000119312512421886/d420363dex49.htm) | | | | | | S-8 | | | | | | 333-184395 | | | | | | October 12, 2012 | | | | | | 4.9 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.3 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex43.htm) | | | | | | | | | | | | | | | | | |] [added: Securities](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex43.htm)] | | | | | | [added: 10-K] | | | | | | [removed: X] [added: 001-35680] | | | | | | [added: March 3, 2020] | | | | | | [added: 4.3] | | | | | | | | |

| 4.4 | | | | | | [2020 Indenture dated June 17, 2013 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312513261455/d554865dex42.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | June 17, 2013 | | | | | | 4.2 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.5 | | | | | | [2022 Indenture dated September 15, 2017 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex41.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 4.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.6 | | | | | | [Supplemental Indenture to the 2020 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312518000629/d489025dex43.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | January 2, 2018 | | | | | | 4.3 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.7 | | | | | | [Supplemental Indenture to the 2022 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312518000629/d489025dex44.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | January 2, 2018 | | | | | | 4.4 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.8 | | | | | | [Second Supplemental Indenture to the 2020 Indenture dated April 27, 2018 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000132781118000022/wday-04302018xex41.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | June 1, 2018 | | | | | | 4.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 10.1 | | | | | | [Form of Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/1327811/000119312512375787/d385110dex101.htm) | | | | | | S-1 | | | | | | 333-183640 | | | | | | August 30, 2012 | | | | | | 10.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 10.2† | | | | | | [2005 Stock Plan, as amended](http://www.sec.gov/Archives/edgar/data/1327811/000119312513248710/d519039dex1012.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | June 5, 2013 | | | | | | 10.12 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 10.3† | | | | | | [removed: 2012] [added: [2012] Equity Incentive Plan, as [removed: amended] [added: amended](https://www.sec.gov/Archives/edgar/data/1327811/000119312518138883/d510652ddef14a.htm)[](https://www.sec.gov/Archives/edgar/data/1327811/000119312518138883/d510652ddef14a.htm#toc510652_54)] | | | | | | DEF 14A | | | | | | 001-35680 | | | | | | April 27, 2018 | | | | | | Annex A | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 10.4† | | | | | | [2012 Equity Incentive Plan Forms of Award Agreements, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex104.htm) | | | | | | | | | | | | | | | | | |] [added: amended](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex104.htm)] | | | | | | [added: 10-K] | | | | | | [removed: X] [added: 001-35680] | | | | | | [added: March 3, 2020] | | | | | | [added: 10.4] | | | | | | | | |

| 10.5† | | | | | | [2012 Employee Stock Purchase Plan, as amended](http://www.sec.gov/Archives/edgar/data/1327811/000132781118000058/wday-10312018xex101.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | December 3, 2018 | | | | | | 10.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 10.6† | | | | | | [Adaptive Insights, Inc. 2013 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex991.htm) | | | | | | S-8 | | | | | | 333-226907 | | | | | | August 17, 2018 | | | | | | 99.1 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: 10.8†] [added: 10.9†] | | | | | | [Offer Letter between James J. Bozzini and the Registrant dated December 4, 2006](http://www.sec.gov/Archives/edgar/data/1327811/000119312514124249/d667142dex109.htm) | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 31, 2014 | | | | | | 10.9 | | | | | | | | |

| [removed: 10.9†] [added: 10.10†] | | | | | | [Offer Letter between Robynne Sisco and the Registrant dated August 23, 2012](http://www.sec.gov/Archives/edgar/data/1327811/000132781116000041/wday-04302016xex1011.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | June 1, 2016 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.10†] [added: 10.11†] | | | | | | [Offer Letter between [removed: Luciano Fernandez Gomez] [added: Richard Sauer] and the Registrant dated [removed: December 12, 2013 and related employment arrangements](http://www.sec.gov/Archives/edgar/data/1327811/000132781119000038/wday-01312019xex1011.htm)] [added: April 6, 2019](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm)] | | | | | | 10-K | | | | | | 001-35680 | | | | | | March [removed: 18, 2019] [added: 3, 2020] | | | | | | 10.11 | | | | | | | | |

| [removed: 10.11†] [added: 10.12†] | | | | | | [Offer Letter [removed: between](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm) [Richard Sauer](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm) [and] [added: between Luciano G. Fernandez and] the Registrant [removed: dated](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm) [April 6, 2019](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm)] [added: dated August 26, 2020](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000129/wday-7312020x101.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 001-35680] | | | | | | [added: August 28, 2020] | | | | | | [added: 10.1] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i8193684d022942efb0b45ddd860c5ab4_202)] [added: 10-K)](#i696761e9974347db9bfa4dba7a4aacc7_175)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Periodic Report by Principal [removed: Financial] [added: Executive] Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-1312021xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1* | | | | | | [Certification of Chief Executive Officer [removed: Pursuant] [added: pursuant] to 18 U.S.C. Section [removed: 1350] [added: 1350,] as [removed: Adopted Pursuant] [added: adopted pursuant] to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2* | | | | | | [Certification of Chief [removed: Financial] [added: Executive] Officer [removed: Pursuant] [added: pursuant] to 18 U.S.C. Section [removed: 1350] [added: 1350,] as [removed: Adopted Pursuant] [added: adopted pursuant] to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-1312021xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| * | | | | | | These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the [removed: Securities and Exchange Commission] [added: SEC] and are not incorporated by reference in any filing of Workday, Inc. under the Securities Act [removed: of 1933] or the Exchange [removed: Act of 1934,] [added: Act,] whether made before or after the date hereof and irrespective of any general incorporation language in such filings. | | |

| 10.8† | | | | | | [Workday, Inc. Change in Control Policy](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000167/wday-10312020xex101.htm) | | | | | | 10-Q | | | | | | 001-35680 | | | | | | November 20, 2020 | | | | | | 10.1 | | | | | | | | |

| 10.23 | | | | | | [Credit Agreement, dated as of April 2, 2020, among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, Truist Bank, U.S. Bank National Association and the other L/C Issuers and Lenders party thereto](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000043/wday-422020xex101.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 6, 2020 | | | | | | 10.1 | | | | | | | | |

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| 31.3 | | | | | | [Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex313.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.3* | | | | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000020/wday-01312021xex323.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| 2.1+ | | | | | | [Agreement and Plan of Merger dated June 11, 2018, as amended on July 31, 2018](http://www.sec.gov/Archives/edgar/data/1327811/000119312518234903/d568678dex21.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | August 1, 2018 | | | | | | 2.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.12 | | | | | | [Office Lease Agreement, dated September 18, 2008, between Registrant and 6200 Stoneridge Mall Road Investors, LLC](http://www.sec.gov/Archives/edgar/data/1327811/000119312512375787/d385110dex108.htm) | | | | | | S-1 | | | | | | 333-183640 | | | | | | August 30, 2012 | | | | | | 10.8 | | | | | | | | |

| + | | | | | | The Company has omitted schedules and similar attachments to the merger agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this [removed: 3rd] [added: 2nd] day of March, [removed: 2020.][added: 2021.]

| | | | Robynne D. Sisco [removed: Co-President] [added: President] and Chief Financial Officer (Principal Financial and Accounting Officer) | | |

| Signature | | | | | | Title | | | | | | Date | | | [removed: | | | | | |]

| /s/ Aneel Bhusri | | | | | | [removed: Chief] [added: Co-Chief] Executive Officer | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Aneel Bhusri | | | | | | *(Principal Executive Officer)* | | | | | | | | | [removed: | | | | | |]

| /s/ Robynne D. Sisco | | | | | | [removed: Co-President] [added: President] and Chief Financial Officer | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Robynne D. Sisco | | | | | | *(Principal Financial and Accounting Officer)* | | | | | | | | | [removed: | | | | | |]

| /s/ Ann-Marie Campbell | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Ann-Marie Campbell | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Christa Davies | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Christa Davies | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ David A. Duffield | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| David A. Duffield | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Carl M. Eschenbach | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Carl M. Eschenbach | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Michael M. McNamara | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Michael M. McNamara | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Michael A. Stankey | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Michael A. Stankey | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ George J. Still, Jr. | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| George J. Still, Jr. | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Lee J. Styslinger III | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Lee J. Styslinger III | | | | | | | | | | | | | | | [removed: | | | | | |]

| /s/ Jerry Yang | | | | | | Director | | | | | | March [removed: 3, 2020 | | | | | |] [added: 2, 2021] | | |

| Jerry Yang | | | | | | | | | | | | | | | [removed: | | | | | |]

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| /s/ Luciano Fernandez Gomez | | | | | | Co-Chief Executive Officer | | | | | | March 2, 2021 | | |

| Luciano Fernandez Gomez | | | | | | *(Principal Executive Officer)* | | | | | | | | |

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| Lynne M. Doughtie | | | | | | | | | | | | | | |

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| /s/ Michael C. Bush | | | | | | Director | | | | | | March 2, 2021 | | |

| Michael C. Bush | | | | | | | | | | | | | | |

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