Workday (WDAY) 10-K risk factor changes: FY2023 vs FY2022

[removed: - if our security measures or the security measures of] [added: If] our [removed: service partners] [added: information technology systems] are [removed: breached] [added: compromised] or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, [added: our operations may be disrupted, our applications may become unavailable,] customers and end users may reduce the use of or stop using our applications, and we may incur significant [removed: liabilities;][added: liabilities.]

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

- [added: our ability to compete effectively in] the [added: intensely competitive] markets in which we [removed: participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected;][added: participate;]

- [removed: if we are not able] [added: our ability] to realize a return on our current development efforts or offer new features, enhancements, and modifications to our products and services, [removed: our business] and [removed: operating results could be adversely affected; additionally, if we are not able] [added: our ability] to realize a return on the investments we have made toward entering new markets and new lines of [removed: 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;][added: business;]

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

- [added: exposure to risks inherent to] sales to customers outside the United States or with international [removed: operations expose us to risks inherent in global] operations;

- [removed: 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] [added: lawsuits against us] by third parties for alleged infringement of their proprietary rights or in connection with our use of open source software;

[removed: - risks related to government contracts and related procurement regulations, including risks of fines and termination of] [added: In addition,] such contracts [added: may provide for delays, interruptions, or termination] by the government at any time, [added: without cause, which] may adversely [removed: impact] [added: affect] our business and operating [removed: results;][added: results and impact other existing or prospective government contracts.]

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

The extent to which the [removed: ongoing COVID-19 pandemic, the resulting] [added: continuing] global economic [added: and geopolitical] volatility, [added: the impact of inflation on our costs] and [added: on customer spending, and] measures taken in response to [removed: the pandemic] [added: such events] will continue to impact our business, financial condition, and operating results will depend on future developments, which are highly uncertain and difficult to predict.

It is especially difficult to predict the impact [added: of such events] 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 [removed: the pandemic,] [added: such events, and] the effectiveness of those [removed: actions, and vaccine availability, distribution, and adoption.][added: actions.]

As a result of [removed: the COVID-19 pandemic,] [added: these and other recent macroeconomic events,] we have experienced volatility in the trading prices for our Class A common stock, and such volatility may continue [removed: beyond] [added: in] the [removed: COVID-19 pandemic.][added: long term.]

Any sustained adverse impacts from [removed: the continued spread of COVID-19] [added: these and other recent macroeconomic events] could materially and adversely affect our business, financial condition, operating results, 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.

Our future revenues rely on continued demand by existing customers and the acquisition of new customers who may be subject to [added: economic hardship,] labor [removed: shortages] [added: shortages,] and global supply chain disruptions due to [removed: the COVID-19 pandemic.][added: recent macroeconomic events and may delay or reduce their enterprise software spending to preserve capital and liquidity.]

While our subscription services revenues are relatively predictable in the near term as a result of our subscription-based business model, the effect of [removed: the COVID-19 pandemic] [added: recent macroeconomic events] may not be fully reflected in our operating results and overall financial performance until future periods.

It is not possible for us to estimate the duration or magnitude of the adverse results of [removed: the COVID-19 pandemic] [added: recent macroeconomic events] and [removed: its effects] [added: their effect] on our business, financial condition, or operating results at this time, as the impact will depend on future developments, which are highly uncertain and difficult to predict.

To the extent [removed: the COVID-19 pandemic] [added: recent macroeconomic events] adversely [removed: affects] [added: affect] our business, financial condition, and operating results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

These problems may be caused by a variety of factors, including infrastructure [added: and software or code] changes, vendor issues, software 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, [removed: even if we do not experience a customer outage as a result of these issues,] it is possible that these issues could result in 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.

Additionally, such issues [added: have, and] may [removed: also] [added: in the future,] result in vulnerabilities that could inadvertently result in unauthorized access to data.

We host our applications and serve our customers [added: and users] from data centers [added: operated by third parties] located in the United States, Canada, and Europe.

These facilities may also be subject to [added: capacity constraints, financial difficulties,] break-ins, sabotage, intentional acts of vandalism and similar misconduct, natural catastrophic events, as well as local administrative [removed: actions (including shelter-in-place or similar orders),] [added: actions,] changes to legal or permitting requirements, and litigation to stop, limit or delay operation.

From time to time, there may be changes in our executive management team and to other key employee roles resulting from organizational changes or the hiring or departure of executives or other employees, which could [added: disrupt our business, impact our ability to preserve our culture, negatively affect our ability to attract and retain personnel, or otherwise] have a serious adverse effect on our business and operating results.

Our ability to compete and succeed in a highly competitive environment is directly correlated to our ability to recruit [added: and retain] highly skilled employees, especially in the areas of product development, [added: cybersecurity, senior sales executives, and] engineers with significant experience in designing and developing software and internet-related services, including in the areas of [removed: machine learning and artificial intelligence; for cybersecurity professionals;] [added: AI] and [removed: for senior sales executives.][added: ML.]

[removed: As] [added: The market for skilled personnel in the software industry is very competitive, and as] we are headquartered in the San Francisco Bay Area, we face intense competition among large and small firms in the Silicon Valley market.

We have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications, and we may not be able to fill positions in desired geographic areas or at [removed: all and may not be successful in achieving the workforce growth goals on the timeline we have publicly announced or at] all.

Additionally, job candidates may be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could have [removed: a chilling] [added: an adverse] effect on hiring and result in a diversion of our time and resources.

Further, our current and future office environments or [removed: flexible] [added: our current hybrid] work policies may not meet the expectations of our employees or prospective [removed: employees.][added: employees, and may amplify challenges in recruiting.]

Moreover, our [removed: flexible] [added: hybrid] work policies require significant action to preserve [removed: culture with some of the employee base working remotely.][added: our culture.]

[removed: Furthermore,] [added: As] we [removed: substantially grew our employee base in fiscal 2022, and] [added: continue to grow,] we must be able to effectively integrate, develop, and motivate a large number of new employees, while maintaining the effectiveness of our business execution and the beneficial aspects of our corporate [removed: culture.][added: culture and values.]

If customers are not satisfied with the quality and timing of work performed by us or a third party or with the type of professional services or applications delivered, or if we or a third party have not [removed: fully] delivered on [removed: certain] commitments made to our customers, then we could incur additional costs to address the situation, the revenue recognition of the contract could be impacted, and the dissatisfaction with our services could damage our ability to expand the applications subscribed to by our customers.

Moreover, [removed: large customers, which are a primary focus of] our [removed: sales efforts,] [added: customers] have and may continue to request [removed: greater] price concessions and delayed payment terms.

If we are unable to successfully educate our customers on the benefits and features of our applications, or if our customers are aware of those benefits and features but do not use them, our customers may renew for fewer elements of our [removed: applications or] [added: applications, renew] on different pricing [removed: terms.][added: terms, or fail to renew, and market perceptions of our company and our applications may be impaired, and our reputation and brand may suffer.]

Our customers’ renewal rates may also decline or fluctuate as a result of a number of other factors, [added: the risk of which may be heightened by current macroeconomic conditions and may further increase if these conditions persist,] including their level of satisfaction with our applications and pricing, their ability to continue their operations and spending levels, [added: reductions in their headcount,] and the evolution of their business.

As discussed above, the extent to which [removed: the ongoing COVID-19 pandemic, the resulting] global economic uncertainty, [removed: and] [added: inflation,] measures taken in response to the [removed: pandemic] [added: COVID-19 pandemic, and other recent macroeconomic events] could continue to impact our operating results will depend on future developments, which are highly uncertain and difficult to predict.

- the amount and timing of operating expenses related to [added: organizational changes, employee matters, and] the maintenance and expansion of our business, operations, and infrastructure;

- general economic, [removed: market] [added: market,] and geopolitical conditions, including the impact of [added: recent economic downturn,] the [removed: ongoing] COVID-19 [removed: pandemic;][added: pandemic, the Russia-Ukraine conflict, inflation, and rising interest rates;]

- the changes in payment terms and timing of customer payments and payment defaults by customers, including those impacted by the [removed: ongoing COVID-19 pandemic;][added: recent macroeconomic conditions;]

Our success will depend in part on our ability to manage this growth [removed: effectively] [added: effectively, utilize our resources efficiently,] and to scale our operations appropriately.

Failure to effectively manage growth [added: or efficiently utilize our resources] could result in difficulty or delays in deploying products and services to customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties, and any of these difficulties could adversely impact our business performance and operating results.

- any compromise of our information technology systems or the security measures of our service partners, or the unauthorized access of customer or user data;

- privacy concerns and evolving domestic or foreign laws and regulations;

- the impact of continuing global economic and geopolitical volatility, inflation, rising interest rates, and the measures we may take in response to such events;

- any loss of key employees or the inability to attract, train, and retain highly skilled employees;

- any dissatisfaction of our users with the deployment, training, and support services provided by us and our partners;

- the fluctuation of our quarterly results;

- delays in the reflection of downturns or upturns in new sales in our operating results associated with long sales cycles;

- our ability to predict the rate of customer subscription renewals or adoptions;

- a failure to manage our growth effectively;

- our ability to realize the expected business or financial benefits of company, employee, or technology acquisitions;

- our history of cumulative losses;

- any failure to protect our intellectual property rights domestically and internationally;

- risks related to government contracts and related procurement regulations;

- any adverse litigation results;

- the limited ability of non-affiliates to influence corporate matters due to the dual class structure of our common stock;

- our substantial indebtedness;

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

- the limited ability of third parties to seek a merger, tender offer, or proxy contest due to Delaware law and provisions in our organizational documents; and

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

For example, in July 2022, we experienced a disruption at certain of our hosted data centers in two of our U.S. locations due to high temperatures and power outages that resulted in a brief temporary outage of our services for a subset of our customers.

We operate on a global scale, and as a result, our business and revenues are impacted by global economic and geopolitical conditions.

Global economic developments, downturns or recessions, and global health crises may negatively affect us or our ability to accurately forecast and plan our future business activity.

For example, inflation rates have recently increased, and inflationary pressure may result in decreased demand for our products and services, increases in our operating costs (including our labor costs), reduced liquidity, and limits on our ability to access credit or otherwise raise capital.

In response to the concerns over inflation risk, the U.S. Federal Reserve raised interest rates multiple times in 2022 and may continue to do so in the future.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption of financial markets.

In addition, the Russian invasion of Ukraine in early 2022 has led to further economic disruption.

While we do not operate in Russia and while our extended workforce in Ukraine is not a material part of our workforce, the conflict has increased inflationary cost pressures and supply chain constraints which have negatively impacted the global economy and may negatively impact the supply chain required to sustain our data centers and computing infrastructure operations.

In connection with recent macroeconomic events, we have experienced and may continue to experience delays in purchasing decisions from existing and prospective customers and a reduction in customer demand.

Our business, financial condition, and operating results may be negatively impacted in future periods due to the prolonged impacts of recent macroeconomic events, including economic downturns or recessions.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

In December 2022, we announced the resignation of Chano Fernandez from his role as Co-CEO and the appointment of Carl Eschenbach as our Co-CEO, alongside Aneel Bhusri.

The increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for our employees and employment candidates.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

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

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

Economic uncertainty and the risk or occurrence of global or domestic recessions can prompt existing and prospective customers to demand price concessions and delayed payment terms with increasing frequency and significance, and our competitors may become more likely to provide such concessions, which could adversely affect our revenues, profitability, financial position, and cash flows in any given period.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

- 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, financial condition, operating results, and earnings guidance that we may issue from time to time;

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

- 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;

- 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;

- our brand promotion activities may not generate the customer awareness or increased revenues we anticipate, and even if they do, any increase in revenues may not offset the significant expenses we incur in building our brand;

- 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;

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

- 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 revenues 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;

- we have a history of cumulative losses and we may not achieve or sustain profitability on a basis prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) in the future;

- adverse litigation results could have a material adverse impact on our business;

- the dual class structure of our common stock has the effect of concentrating voting control with our Co-Founders, as well as with other executive officers, directors, and affiliates, which gives our Co-Founders 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 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.

In response to COVID-19, as many other companies have done, we temporarily closed the majority of our global offices; required most of our employees 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.

As the pandemic persists, these measures could have increasingly negative effects on our employee productivity and morale, 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, financial condition, and operating results in any given period.

Starting in the second quarter of fiscal 2022, a limited number of employees returned to our offices in certain locations, taking into consideration government restrictions, employee safety, and health risks.

Our approach may vary among geographies depending on appropriate health protocols, and may change at any time.

Additionally, our efforts to reopen our offices safely may not be successful, could expose our employees to health risks, and could involve additional costs or liability.

While vaccines have become widely available in certain countries, and businesses and economies have reopened, the status of global economic recovery remains uncertain and unpredictable, and will continue to be impacted by developments in the pandemic including any subsequent waves of outbreak or new variant strains of the COVID-19 virus which may require re-closures or other preventative measures.

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, talent recruiting and retention, 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.

During the COVID-19 pandemic, we experienced 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.

Similarly, we experienced a reduction in renewal rates, particularly within our subset of small and medium-sized planning customers, as well as reduced customer spend and delayed payments.

If these conditions were to return, whether as a result of a resurgence of COVID-19 or otherwise, our business, financial condition, and operating results could be negatively impacted in future periods.

As a federal contractor, we are subject to the U.S. Government’s Safer Federal Workforce Task Force’s guidelines on vaccination requirements for our employees (the “Federal Contractor Mandate”), which is currently on a nationwide stay by trial courts.

We anticipate that if the Federal Contractor Mandate goes into effect, or if similar regulations are subsequently implemented, we would be required to comply.

In addition to any federal vaccine mandates, it is possible that additional, more protective vaccine mandates may be announced by state or local jurisdictions that could impact our workforce and operations.

Although we cannot predict with certainty the impact that the Federal Contractor Mandate or any other similar or related measures will have on our workforce and operations, these requirements and any future requirements may result in attrition and impede our ability to recruit and retain our workforce.

Additionally, our implementation of these vaccine mandates may impact our ability to maintain satisfactory arrangements with third-party vendors and service providers, to the extent they are subject to the mandates.

These measures may also result in increased labor costs and further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments.

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

However, the provision of new hosting infrastructure requires significant lead time.

Problems faced by these data center operators or hosted infrastructure partners, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our customers or other users.

*The following discussion of our financial condition and results of operations covers fiscal [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-over-year comparisons between fiscal [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of fiscal [removed: 2020] [added: 2021] items and year-over-year comparisons between fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] that was filed with the SEC on [removed: March 2, 2021.*][added: February 28, 2022.*]

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

We believe our investment in professional services, as well as partners building consulting practices around [removed: Workday,] [added: Workday and helping to deliver additional innovation and solutions,] will drive additional customer subscriptions and continued growth in revenues.

Despite the continuing uncertainty associated with [removed: the COVID-19 pandemic, we continue to achieve solid new subscription bookings as demand for our products remains strong, and] [added: these events,] 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 [removed: strategy.][added: strategy and help our customers on their HR and finance digital transformation journeys.]

[removed: However, if] [added: If] the economic uncertainty [removed: increases,] [added: continues,] we may [added: also] experience a negative impact on [removed: new business,] customer renewals, sales and marketing efforts, revenue growth rates, customer deployments, customer [removed: solvency,] [added: collections,] product development, or other financial [removed: metrics, similar to what we experienced at the onset of the pandemic.][added: metrics.]

For further discussion of the potential impacts of [removed: the COVID-19 pandemic] [added: recent macroeconomic events] on our business, financial condition, and operating results, see “Risk Factors” included in Part I, Item 1A of this report.

The following table provides an overview of our key metrics (in thousands, except [removed: percentages] [added: percentages, basis points,] and headcount data):

| | | | As of and for the Years Ended January 31, | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2022 | | | | | | 2021] [added: 2023] | | | | | | [removed: $ Change] [added: 2022] | | | | | | [removed: % Change] [added: Change] | | |

| Total revenues | | | $ | [removed: 5,138,798] [added: 6,215,818] | | | | | $ | [removed: 4,317,996] [added: 5,138,798] | | | | | $ | [removed: 820,802 | | | | | 19 |] [added: 4,317,996] | [removed: %] |

| Subscription services [removed: revenues] | | | $ | [removed: 4,546,313] [added: 5,567,206] | | | | | $ | [removed: 3,788,452] [added: 4,546,313] | | | | | $ | [removed: 757,861 | | | | | 20 |] [added: 3,788,452] | [removed: %] |

| Total subscription revenue backlog | | | $ | [removed: 12,806,855 | | | | | $ | 10,088,634] [added: 16,448,155] | | | | | $ | [removed: 2,718,221] [added: 12,806,855] | | | | | [removed: 27] [added: 28] | | % |

| 24-month subscription revenue backlog | | | $ | [removed: 7,975,554 | | | | | $ | 6,526,074] [added: 9,677,373] | | | | | $ | [removed: 1,449,480] [added: 7,975,554] | | | | | [removed: 22] [added: 21] | | % |

| GAAP operating income (loss) | | | $ | [removed: (116,450) | | | | | $ | (248,599)] [added: (222,200)] | | | | | $ | [removed: 132,149] [added: (116,450)] | | | | | [removed: (53)] [added: 91] | | % |

| Non-GAAP operating income (1) | | | $ | [removed: 1,149,704 | | | | | $ | 867,241] [added: 1,209,636] | | | | | $ | [removed: 282,463] [added: 1,149,704] | | | | | [removed: 33] [added: 5] | | % |

| GAAP operating margin | | | [removed: (2.3)] [added: (3.6)] | | % | | | | [removed: (5.8)] [added: (2.3)] | | % | | | | [removed: | | | | | | 4] [added: (130 bps)] | | [removed: %] |

| Non-GAAP operating margin (1) | | | [removed: 22.4] [added: 19.5] | | % | | | | [removed: 20.1] [added: 22.4] | | % | | | | [removed: | | | | | | 2] [added: (290 bps)] | | [removed: %] |

| Operating cash flows | | | $ | [removed: 1,650,704 | | | | | $ | 1,268,441] [added: 1,657,195] | | | | | $ | [removed: 382,263] [added: 1,650,704] | | | | | [removed: 30] [added: 0] | | % |

| Cash, cash equivalents, and marketable securities | | | $ | [removed: 3,644,161 | | | | | $ | 3,535,653] [added: 6,121,394] | | | | | $ | [removed: 108,508] [added: 3,644,161] | | | | | [removed: 3] [added: 68] | | % |

| Headcount | | | [removed: 15,204 | | | | | | 12,524] [added: 17,744] | | | | | | [removed: 2,680] [added: 15,204] | | | | | | [removed: 21] [added: 17] | | % |

[removed: (1) See] [added: (1)See] “Non-GAAP Financial Measures” below for further information.

Subscription services revenues accounted for [removed: 88%] [added: approximately 90%] of our total revenues during fiscal [removed: 2022,] [added: 2023,] and represented 96% of our total unearned revenue as of January 31, [removed: 2022.][added: 2023.]

The mix of applications to which [removed: a] [added: each] customer subscribes can affect our financial performance due to price differentials in our applications.

[removed: *Costs of subscription services revenues.*] Costs of subscription services revenues consist primarily of employee-related expenses associated with hosting our applications and providing customer support, expenses related to data centers and computing infrastructure operated by third parties, and depreciation of computer equipment and software.

*Product [removed: development*.][added: development expenses*.]

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

[removed: We continue to focus our product] [added: Product] development [added: expenses consist primarily of employee-related expenses associated with our] efforts [removed: on adding] [added: to add] new features and applications, [removed: increasing] [added: increase] functionality, and [removed: enhancing] [added: enhance] the ease of use of our cloud applications.

*General and [removed: administrative*.][added: administrative expenses*.]

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

Our total revenues [added: for fiscal 2023, 2022, and 2021,] were as follows (in thousands):

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Professional services | | | [removed: 592,485] [added: 648,612] | | | | | | [removed: 529,544] [added: 592,485] | | | | | | [removed: 530,817] [added: 529,544] | | |

| Total revenues | | | $ | [removed: 5,138,798] [added: 6,215,818] | | | | | $ | [removed: 4,317,996] [added: 5,138,798] | | | | | [removed: $] [added: 21] | [removed: 3,627,206] | [added: %] |

Total revenues were [removed: $5.1] [added: $6.2] billion for fiscal [removed: 2022,] [added: 2023,] compared to [removed: $4.3] [added: $5.1] billion for fiscal [removed: 2021,] [added: 2022,] an increase of [removed: $821 million,] [added: $1.1 billion,] or [removed: 19%.][added: 21%.]

Subscription services revenues were [removed: $4.5] [added: $5.6] billion for fiscal [removed: 2022,] [added: 2023,] compared to [removed: $3.8] [added: $4.5] billion for fiscal [removed: 2021,] [added: 2022,] an increase of [removed: $758 million,] [added: $1.0 billion,] or [removed: 20%.][added: 22%.]

The increase in subscription services revenues was primarily due to an increased number of customer contracts and strong customer renewals, with gross [added: and net] retention [added: rates] over [removed: 95%.][added: 95% and over 100%, respectively.]

Professional services revenues were [removed: $592] [added: $649] million for fiscal [removed: 2022,] [added: 2023,] compared to [removed: $530] [added: $592] million for fiscal [removed: 2021,] [added: 2022,] an increase of [removed: $63] [added: $56] million, or [removed: 12%.][added: 9%.]

The increase in professional services revenues was primarily due to Workday performing deployment and integration services for [removed: a greater number of customers.][added: higher valued contracts.]

As of January 31, [removed: 2021,] [added: 2023,] our total subscription revenue backlog was [removed: $10.1] [added: $16.4] billion, with [removed: $6.5] [added: $9.7] billion expected to be recognized in revenues over the next 24 months.

For example, in fiscal 2022, we acquired Peakon, a continuous listening platform that captures real-time employee sentiment, Zimit, a configure, price, quote solution built for services industries, and VNDLY, a cloud-based external workforce and vendor management technology.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

Impact of Current Economic Conditions

Recent macroeconomic events including higher inflation, the U.S. Federal Reserve raising interest rates, the COVID-19 pandemic, and the Russian invasion of Ukraine have negatively impacted the global economy, disrupted global supply chains, and created significant uncertainty, volatility, and disruption of financial markets.

Demand for our products remains strong, and we continue to achieve solid new subscription bookings.

We have experienced, and may continue to experience, the lengthening of certain sales cycles, particularly within net new opportunities.

| Subscription services revenues | | | $ | 5,567,206 | | | | | $ | 4,546,313 | | | | | 22 | | % |

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[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

*Costs of subscription services revenues*.

*Sales and marketing expenses*.

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[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

GAAP operating expenses were $6.4 billion for fiscal 2023, compared to $5.3 billion for fiscal 2022, an increase of $1.2 billion, or 23%.

The increase in GAAP operating expenses was primarily due to an increase of $845 million in employee-related expenses, including share-based compensation.

The main driver for the increase in employee-related expenses was higher headcount.

We also recognized $40 million of expense from the workforce realignment announced in the fourth quarter of fiscal 2023.

Additionally, we incurred costs related to our performance-based cash bonus program that we introduced in the fourth quarter of fiscal 2022 for all employees not covered under an existing cash incentive plan (“performance-based cash bonus program”).

This program replaced our performance based restricted stock unit (“PRSU”) bonus program, resulting in a net increase of $36 million.

Further, we changed the vesting dates of all unvested restricted stock units (“RSU”) from the 15th to the 5th of each month which resulted in an acceleration of share-based compensation expense of $28 million in the fourth quarter of fiscal 2023.

Additional increases within GAAP operating expenses included $94 million in facilities and IT-related expenses partly driven by our employees returning to our offices, $75 million in third-party expenses for hardware maintenance and data center capacity reflecting our continued investment in our technical operations infrastructure, and $54 million in travel expenses and $51 million related to marketing programs partly driven by a return to in-person events.

Non-GAAP operating expenses were $5.0 billion for fiscal 2023, compared to $4.0 billion for fiscal 2022, an increase of $1.0 billion, or 25%.

The increase in non-GAAP operating expenses included $686 million in employee-related expenses primarily due to higher headcount, of which $102 million was related to the new performance-based cash bonus program, and $34 million was related to the workforce realignment.

Additionally, there were increases of $94 million in facilities and IT-related expenses partly driven by our employees returning to our offices, $75 million in third-party expenses for hardware maintenance and data center capacity reflecting our continued investment in our technical operations infrastructure, and $54 million in travel expenses and $51 million related to marketing programs partly driven by a return to in-person events.

| Costs of subscription services | | | $ | 1,011,447 | | | | | $ | (106,119) | | | | | $ | (59,769) | | | | | $ | 845,559 | |

| Costs of professional services | | | 703,731 | | | | | | (110,216) | | | | | | (6,678) | | | | | | 586,837 | | |

| Product development | | | 2,270,660 | | | | | | (618,973) | | | | | | (23,162) | | | | | | 1,628,525 | | |

| Sales and marketing | | | 1,848,093 | | | | | | (249,248) | | | | | | (42,490) | | | | | | 1,556,355 | | |

| General and administrative | | | 604,087 | | | | | | (210,066) | | | | | | (5,115) | | | | | | 388,906 | | |

| Total costs and expenses | | | $ | 6,438,018 | | | | | $ | (1,294,622) | | | | | $ | (137,214) | | | | | $ | 5,006,182 | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

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

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

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

The increase in product development expenses included increases of $279 million in employee-related expenses primarily due to higher headcount, of which $62 million was related to the new performance-based cash bonus program, and $32 million in facilities and IT-related expenses.

GAAP operating margin declined from (2.3)% for fiscal 2022 to (3.6)% for fiscal 2023, primarily related to increases in expenses due to higher headcount, a return to travel and in-person events, the workforce realignment, the rollout of the performance-based cash bonus program, an acceleration of share-based compensation expense caused by modifying the vesting dates of all unvested RSUs from the 15th to the 5th of each month, and other growth investments made across the business.

For example, we acquired Peakon, Zimit, and VNDLY in fiscal 2022, and Scout in fiscal 2020.

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

Impact of the COVID-19 Pandemic

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

In response to the COVID-19 pandemic, we 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.

Most of these operational changes remain in effect and we continue to prioritize the health and safety of our employees, customers, and partners.

While the majority of our employees continue to work remotely, we began to reopen our offices in fiscal 2022 and are allowing employees to return to the office on a voluntary basis with enhanced safety protocols in place.

Our operating margin in fiscal 2022 and 2021 was favorably impacted by the moderation of operating expenses in response to the COVID-19 pandemic.

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

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

As a result of this trend, and the increase of our subscription services revenues, we expect our professional services revenues as a percentage of total revenues to continue to decline over time.

*Sales and marketing.* Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, marketing programs, and travel expenses.

| Subscription services | | | $ | 4,546,313 | | | | | $ | 3,788,452 | | | | | $ | 3,096,389 | |

GAAP operating expenses were $5.3 billion for fiscal 2022, compared to $4.6 billion for fiscal 2021, an increase of $689 million, or 15%, which was primarily related to an increase of $517 million in employee-related expenses, including share-based compensation, due to higher average headcount.

The increase in employee-related expenses also included $32 million for a performance-based cash bonus program that was expanded to all employees in the fourth quarter of fiscal 2022.

Additionally, there were increases of $59 million related to marketing programs, $51 million in professional services and subcontractor expenses, $44 million in third-party expenses for hardware maintenance and data center capacity, and $37 million in depreciation expense related to equipment in our data centers, offset by a decrease of $79 million related to a one-time cash bonus that had been paid in fiscal 2021 to non-executive employees to help accommodate unforeseen costs brought on by the COVID-19 pandemic (“COVID-19 one-time employee bonus”).

Non-GAAP operating expenses were $4.0 billion for fiscal 2022, compared to $3.5 billion for fiscal 2021, an increase of $538 million, or 16%, which was primarily related to an increase of $385 million in employee-related expenses due to higher average headcount.

Additionally, there were increases of $59 million related to marketing programs, $51 million in professional services and subcontractor expenses, $44 million in third-party expenses for hardware maintenance and data center capacity, and $37 million in depreciation expense related to equipment in our data centers, offset by a decrease of $79 million related to the COVID-19 one-time employee bonus.

| Costs of subscription services | | | $ | 488,513 | | | | | $ | (49,919) | | | | | $ | (40,326) | | | | | $ | 398,268 | |

| Costs of professional services | | | 576,745 | | | | | | (80,401) | | | | | | (6,440) | | | | | | 489,904 | | |

| Product development | | | 1,549,906 | | | | | | (434,188) | | | | | | (30,684) | | | | | | 1,085,034 | | |

| Sales and marketing | | | 1,146,548 | | | | | | (176,758) | | | | | | (40,774) | | | | | | 929,016 | | |

| General and administrative | | | 367,724 | | | | | | (118,614) | | | | | | (8,592) | | | | | | 240,518 | | |

| Total costs and expenses | | | $ | 4,129,436 | | | | | $ | (859,880) | | | | | $ | (126,816) | | | | | $ | 3,142,740 | |

The increase in product development expenses was primarily due to an increase of $122 million in employee-related expenses due to higher average headcount, offset by a decrease of $31 million related to the COVID-19 one-time employee bonus.

GAAP operating margin improved from (5.8)% for fiscal 2021 to (2.3)% for fiscal 2022.

Our GAAP operating margin for fiscal 2022 was favorably impacted by our revenue growth outpacing average headcount growth, moderation of operating expenses in response to the COVID-19 pandemic, and the absence of the COVID-19 one-time employee bonus paid in the prior fiscal year.

We use the non-GAAP financial measure of non-GAAP operating margin to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate our financial performance.

We believe that non-GAAP operating margin reflects our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business.

We also believe that non-GAAP operating margin provides useful information to investors and others in understanding and evaluating our operating results and prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

Non-GAAP operating margin improved from 20.1% for fiscal 2021 to 22.4% for fiscal 2022.

Our non-GAAP operating margin for fiscal 2022 was favorably impacted by our revenue growth outpacing average headcount growth, moderation of operating expenses in response to the COVID-19 pandemic, and the absence of the COVID-19 one-time employee bonus paid in the prior fiscal year.

| Operating income (loss) | | | $ | (502,230) | | | | | $ | 859,880 | | | | | $ | 126,816 | | | | | $ | 484,466 | |

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

Additionally, there was a decrease in interest expense for our convertible senior notes of $52 million from the adoption of Accounting Standard Update (“ASU”) No. 2020-06 and the conversion of our 1.50% convertible senior notes (“2020 Notes”) in fiscal 2021, offset by a decrease of $13 million in interest income on marketable securities resulting from lower prevailing interest rates.

For the reasons set forth below, management believes that excluding the components provides useful information to investors and others in understanding and evaluating our operating results and prospects in the same manner as management, in comparing financial results across accounting periods and to those of peer companies, and to better understand the long-term performance of our core business.

As part of our strategy, we may enter into arrangements to acquire or invest in complementary businesses, services, technologies, or intellectual property rights in the future.

The improvement in cash flows provided by operating activities during fiscal 2022, compared to the prior fiscal year, was primarily due to increases in sales and related cash collections and moderation of operating expenses in response to the COVID-19 pandemic.

Our 2022 Notes are convertible at the option of the holders during the first quarter of fiscal 2023 since the trigger for early conversion was met.

[removed: The ongoing COVID-19 pandemic has] [added: Recent macroeconomic events have] 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 [removed: the COVID-19 pandemic] [added: these events] on our business, financial condition, and operating results, see “Risk Factors” included in Part I, Item 1A of this report.

As of January 31, [removed: 2022,] [added: 2023,] our most significant currency exposures were the euro, British pound, Canadian dollar, and Australian dollar.

For further information, see [Note 10, Derivative [removed: Instruments](#i8120124135ef44039511818d0a4d3edd_121),] [added: Instruments](#i627048a875d54f79b7e232c1ccadb81d_436),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

We had cash, cash equivalents, and marketable securities totaling [removed: $3.6] [added: $6.1] billion and [removed: $3.5] [added: $3.6] billion as of January 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

Due in part to these factors, our future investment income may fluctuate due to changes in interest rates or we may suffer losses in principal if we [removed: are forced to] sell securities that decline in market value due to changes in interest rates.

[removed: Our] [added: Further, since our] debt securities are classified as [removed: “available-for-sale.” When] [added: “available-for-sale,” if] the fair value of the security declines below its amortized cost basis, [added: then] 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 Statements of Operations.

An immediate increase of 100 basis points in interest rates would have resulted in [removed: an $11] [added: a $29] million and [removed: $10] [added: $11] million market value reduction in our investment portfolio as of January 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

Because the interest rates applicable to borrowings under the [added: 2022] Credit Agreement are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.

The [removed: 2022] [added: Senior] Notes have [removed: a] fixed annual interest [removed: rate of 0.25%,] [added: rates,] and therefore we do not have economic interest rate exposure on [removed: the 2022 Notes.][added: these debt obligations.]

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

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

For further information, see [Note 11, [removed: Debt](#i8120124135ef44039511818d0a4d3edd_124),] [added: Debt](#i627048a875d54f79b7e232c1ccadb81d_439),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Borrowings under our 2022 Credit Agreement will bear interest, at our option, at a base rate plus a margin of 0.000% to 0.500% or a secured overnight financing rate (“SOFR”) plus 10 basis points, plus a margin of 0.750% to 1.500%, with such margin being determined based on our consolidated leverage ratio or debt rating.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

In April 2020, we entered into a Credit Agreement pursuant to which the lenders extended 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, 2022, and 2021, the Term Loan had a carrying value of $692 million and $729 million, respectively, and there were no outstanding borrowings under the Revolving Credit Facility.

The interest rate on the Term Loan was 1.30% and 1.38% as of January 31, 2022, and 2021, respectively.

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

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

In September 2017, we completed an offering of $1.15 billion of 0.25% convertible senior notes due October 1, 2022.

In addition, the fair value of the 2022 Notes is affected by our stock price.

The carrying value of the 2022 Notes was $1.1 billion as of January 31, 2022, and 2021, and the estimated fair value of the 2022 Notes was $1.9 billion and $1.8 billion as of January 31, 2022, and 2021, respectively.

The estimated fair value was determined based on the quoted bid price of the 2022 Notes in an over-the-counter market as of the last trading day of each reporting period, which was $167.00 and $159.87, respectively.

Workday provides more than [removed: 9,500] [added: 10,000] 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.

We also offer professional services, [removed: both directly and through] [added: as do] our Workday Services Partners, to help customers deploy our solutions and continually adopt new capabilities.

[removed: For example,] [added: We engage] in [removed: fiscal 2022, we acquired] [added: acquisitions to augment our suite of applications, such as] Peakon ApS (“Peakon”), a continuous listening platform that captures real-time employee sentiment; Zimit, a configure, price, quote (“CPQ”) solution built for services industries; and VNDLY, a cloud-based external workforce and vendor management [removed: technology; and in fiscal 2020, we acquired Scout RFP (“Scout”), a strategic sourcing company.][added: technology.]

Workday’s suite of financial management [removed: applications] [added: applications, built on a foundation with AI and ML at the core,] 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.

In today’s dynamic business environment, businesses are continuously planning to model various scenarios and [removed: prepare] [added: preparing] to quickly respond to change.

In addition, higher education institutions can deploy [removed: our solution] [added: Workday’s solutions] to manage the end-to-end student and faculty lifecycle.

Moreover, with [removed: our solution,] [added: Workday’s solutions,] professional services organizations can optimize and manage their client-facing projects.

As of January 31, [removed: 2022,] [added: 2023,] our global workforce consisted of approximately [removed: 15,200] [added: 17,700] employees in 32 countries.

Additionally, our total rewards package includes [added: a cash bonus program,] an employee stock purchase plan, healthcare and retirement benefits, paid time off, family leave, and other wellness programs.

[removed: It] [added: We] also [removed: offers] [added: offer] specialized benefits such as [added: a holistic global mental and emotional health program, onsite and virtual healthcare resources, and] support for fertility options and new parents, as well as reimbursement of adoption costs.

Each year, we conduct a company-wide pay equity analysis to help ensure pay equity between men and women as well as a US-based analysis with respect to [removed: people] [added: employees] of different [removed: races.][added: ethnicities.]

If we identify differences in pay, we research those differences and, if appropriate, take action (including making adjustments to employees’ [removed: pay] [added: pay,] when appropriate).

We have made [removed: solid] [added: significant] progress towards our ongoing company commitments [removed: that map] to [removed: these global guiding principles.][added: B&D.]

To track progress and plan for the future, we use [removed: internally-developed] [added: internally developed] products to bring diversity- and inclusion-related data into one centralized location and set our B&D strategy.

[added: We have successfully surpassed our overall representation goal and as of January 31, 2023, we are at 86% of our goal to double the number of Black and Latinx leaders in the U.S.] As of January 31, [removed: 2022,] [added: 2023,] women represented [removed: 41.2%] [added: 42%] of our global [removed: employees,] [added: employees] and [added: 37% of our leadership positions globally, and] underrepresented minorities (defined as those who identify as Alaskan native, American Indian, Black, Latinx, Native Hawaiian, Other Pacific Islander, and/or two or more races) [removed: represent 13.7%] [added: represented 14%] of our U.S. [removed: employees.][added: employees and 10% of our leadership positions in the U.S.]

We offer a number of educational resources, development opportunities, and a support community to guide employees throughout their Workday [removed: careers, which we refer to as journeys.][added: careers.]

Buoyed by the opportunities offered by our own technology, our talent [removed: strategy] philosophy puts employees at the center of their own career and performance journey.

We also invest in leading workforce development organizations [removed: and] [added: who] provide direct training and employment opportunities for candidates facing barriers to employment through our Opportunity Onramps programs.

We encourage and support employee giving and volunteering through programs such as our charitable donation matching gift program, our paid time off benefit for employees to volunteer and give back to their communities, and our team volunteer experience, where employee teams of five or more can volunteer with a charity partner of their choice and receive [removed: a $5,000 grant.][added: grants of up to $5,000.]

Our marketing programs [added: largely] target senior business leaders, including CFOs, CHROs, and CIOs.

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

Although we rely on intellectual property rights, including trade secrets, patents, copyrights, and trademarks, as well as contractual protections and controls to establish and protect our proprietary rights, we believe that factors such as the technological and creative skills of our personnel; creation of new products, [removed: features] [added: features,] and functionality; and frequent enhancements to our applications are more essential to establishing and maintaining our technology leadership position.

These laws and regulations, which may differ among jurisdictions, include, among others, those related to financial and other disclosures, accounting standards, privacy and data protection, intellectual property, [added: AI ethics and machine learning,] corporate governance, tax, government contracting, trade, antitrust, employment, immigration and travel, import/export, and anti-corruption.

[removed: Presently,] [added: The] costs [removed: and accruals incurred] to comply with these governmental regulations are not material to [added: the understanding of] our [removed: financial condition or operating results.][added: business.]

Workday, the Workday logo, VIBE, Peakon, Zimit, VNDLY, [removed: Scout,] and Opportunity Onramps are trademarks of Workday, Inc., which may be registered in the United States and elsewhere.

Workday embeds artificial intelligence (“AI”) and machine learning (“ML”) into the very core of our platform, enabling our applications to natively leverage AI and ML as part of the workflow.

As a result, our AI and ML technology helps deliver better employee experiences, improve operational efficiencies, and provide insights for faster, data-driven decision-making.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

In fiscal 2023, we announced a new Industry Accelerator program that combines Workday partners, solutions, and services to help speed cloud transformation efforts initially targeted at banking, healthcare, insurance, and technology companies.

With these initiatives, we expect that Workday customers will benefit from a robust ecosystem, helping deliver additional innovation and solutions.

For example, our skills technology, built on an AI and ML foundation, helps organizations make the important shift to a skills-first approach, helping them prepare today for the jobs of tomorrow.

Workday leverages AI and ML to assist in creating forecasts that incorporate historical and third-party data, like economic data and labor statistics.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

Belonging and Diversity (“B&D”) helps us cultivate an equitable and inclusive environment for all.

Whether it's through creating resources and initiatives that enable and strengthen our culture, building inclusive products and technology, or hiring and developing diverse talent, our vision is to Value Inclusion, Belonging, and Equity (“VIBE”) for all.

To continue to improve employee representation, in 2020, we declared a set of company commitments to increase our overall representation of Black and Latinx employees in the U.S. by 30% and to double the number of our Black and Latinx leaders in the U.S. by the end of calendar year 2023.

Skills, education, and experience are gained in a variety of ways that are often not recognized in the traditional recruiting process.

Talent acquisition at Workday ensures there is intentionality about weaving VIBE throughout our hiring practices to ensure an inclusive and equitable experience for all.

Our employees have instant access to training via several industry-leading learning platforms, which provide our global workforce with convenient, timely access to content from subject matter experts.

For example, we developed Career Hub which helps our employees share skills and interests and receive relevant connections, curated learning content, and recommended jobs to help them on their career journeys.

Using machine learning, Career Hub provides workers with suggestions to grow their skills and capabilities and encourages them to build a plan as they explore opportunities for continued career development.

Additionally, to foster a strong culture of compliance and ethics, we conduct annual compliance and ethics training of our Code of Conduct for all employees.

In fiscal 2023, we had a 100% completion rate for our annual Code of Conduct training.

Since we introduced Workday Peakon Employee Voice in fiscal 2022, we have had an average weekly participation rate of approximately 70% across our global employees, which reflects strong continuous participation by our employees.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

In fiscal 2023, we transitioned to a hybrid work model to provide flexibility for our employees to work from home, while still bringing people together to foster collaboration and innovation.

We offer new remote-based employees a $300 equipment stipend to enable them to have a comfortable work-from-home environment.

Our sales strategy also focuses on growing our relationships with our existing customers to expand the adoption of our suite of solutions over time.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

Our core values continue to serve as our guide as we navigate recent events, such as the global pandemic and the social justice movement.

Starting in the fourth quarter of fiscal 2022, we have extended our key employee cash bonus program to all employees not covered under an existing sales or customer experience incentive plan.

In the wake of the COVID-19 pandemic, we felt that it was important for employees to have a safe, convenient way to access healthcare and have introduced a global virtual healthcare network and onsite healthcare resources, including COVID-19 vaccine and testing drive-thru clinics and flu shot clinics, in addition to expanded healthcare benefits.

Belonging and Diversity (“B&D”) plays an integral part in that as we aim to provide our employees with programs and resources that strengthen our culture and empower our communities.

In support of our efforts, we have created our own unique approach to diversity called VIBE, which stands for Value Inclusion, Belonging, and Equity for all.

To further support equity in our workplace and in our communities, we have established four guiding principles: hiring and developing diverse talent; cultivating a culture of belonging; strengthening our communities; and building inclusive products and technology.

These begin right from the moment employees start at Workday, with Learning at Workday, journeys designed to help new employees onboard and get acquainted with our culture, business, and technology.

These are complimented by Career Building at Workday, journeys designed to deepen expertise, grow capabilities, and make meaningful connections; Leading at Workday, journeys that help employees understand our leadership identity and prepare them to take on increasing leadership responsibilities; and The VIBE Way at Workday, journeys designed to equip and empower all employees with the tools and resources to incorporate VIBE into everything we do - from the language we use every day, to how we approach our work and each other, to the way we recruit and hire diverse talent at Workday.

Specific to the COVID-19 pandemic, we continue to take precautions to help support the health and safety of the Workday community, including our employees.

As part of our support in fiscal 2022, we announced that the majority of employees will not be required to return to their Workday office before April 2022, introduced flexible work options, enhanced the healthcare resources provided to our employees, and offered new employees a $500 equipment stipend to enable them to have a comfortable work-from-home environment.

There is no assurance that existing or future laws and regulations applicable to our operations, products, and services will not have a material adverse effect on our business.

Privacy and Data Protection Laws

Our customers can use our applications to collect, use, and store personal data regarding a variety of individuals in connection with their operations, including but not limited to their employees, contractors, students, job applicants, customers, and suppliers.

National, state, and local governments and agencies in the countries in which we or our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, transfer, processing, protection, and disclosure of personal data.

Additionally, we may need to develop features, enhancements, or modifications to our products to help our customers comply with the privacy and data protection laws in their jurisdictions.

The costs of compliance with and other burdens imposed by such laws, regulations, and standards, or any alleged or actual violation, may limit the use and adoption of our services, reduce overall demand for our services, lead to significant fines, penalties, or liabilities for noncompliance, slow the pace at which we close sales transactions, require us to divert development and other resources, or result in reputational harm or other adverse impacts to our business.

Moreover, if we or our sub-processors fail to report a data breach or other loss of data within timeframes mandated by law, we may be liable for certain fines, penalties, and other liabilities, and it may damage our reputation and brand.

For the fiscal year ended January 31, [removed: 2022][added: 2023]

For [added: the] transition period from to

The aggregate market value of the voting and non-voting stock of the registrant as of July [removed: 31, 2021] [added: 29, 2022] (based on a closing price of [removed: $234.40] [added: $155.10] per share) held by non-affiliates was approximately [removed: $44.7] [added: $31.0] billion.

As of February [removed: 24, 2022,] [added: 23, 2023,] there were approximately [removed: 196] [added: 204] million shares of the registrant’s Class A common stock, net of treasury stock, and 55 million shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

| Item 1. | | | [removed: [Business](#i8120124135ef44039511818d0a4d3edd_13)] [added: [Business](#i627048a875d54f79b7e232c1ccadb81d_13)] | | | [removed: [1](#i8120124135ef44039511818d0a4d3edd_13)] [added: [1](#i627048a875d54f79b7e232c1ccadb81d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8120124135ef44039511818d0a4d3edd_16)] [added: Factors](#i627048a875d54f79b7e232c1ccadb81d_52)] | | | [removed: [8](#i8120124135ef44039511818d0a4d3edd_16)] [added: [8](#i627048a875d54f79b7e232c1ccadb81d_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8120124135ef44039511818d0a4d3edd_40)] [added: Comments](#i627048a875d54f79b7e232c1ccadb81d_190)] | | | [removed: [32](#i8120124135ef44039511818d0a4d3edd_40)] [added: [32](#i627048a875d54f79b7e232c1ccadb81d_190)] | | |

| Item 2. | | | [removed: [Properties](#i8120124135ef44039511818d0a4d3edd_43)] [added: [Properties](#i627048a875d54f79b7e232c1ccadb81d_193)] | | | [removed: [33](#i8120124135ef44039511818d0a4d3edd_43)] [added: [32](#i627048a875d54f79b7e232c1ccadb81d_193)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8120124135ef44039511818d0a4d3edd_46)] [added: Proceedings](#i627048a875d54f79b7e232c1ccadb81d_196)] | | | [removed: [33](#i8120124135ef44039511818d0a4d3edd_46)] [added: [32](#i627048a875d54f79b7e232c1ccadb81d_196)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8120124135ef44039511818d0a4d3edd_49)] [added: Disclosures](#i627048a875d54f79b7e232c1ccadb81d_199)] | | | [removed: [33](#i8120124135ef44039511818d0a4d3edd_49)] [added: [32](#i627048a875d54f79b7e232c1ccadb81d_199)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i8120124135ef44039511818d0a4d3edd_55)] [added: Securities](#i627048a875d54f79b7e232c1ccadb81d_205)] | | | [removed: [34](#i8120124135ef44039511818d0a4d3edd_55)] [added: [33](#i627048a875d54f79b7e232c1ccadb81d_205)] | | |

| Item 6. | | | [removed: [Reserved](#i8120124135ef44039511818d0a4d3edd_58)] [added: [\[](#i627048a875d54f79b7e232c1ccadb81d_226)[Reserved](#i627048a875d54f79b7e232c1ccadb81d_226)[\]](#i627048a875d54f79b7e232c1ccadb81d_226)] | | | [removed: [36](#i8120124135ef44039511818d0a4d3edd_58)] [added: [35](#i627048a875d54f79b7e232c1ccadb81d_226)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8120124135ef44039511818d0a4d3edd_61)] [added: Operations](#i627048a875d54f79b7e232c1ccadb81d_229)] | | | [removed: [37](#i8120124135ef44039511818d0a4d3edd_61)] [added: [36](#i627048a875d54f79b7e232c1ccadb81d_229)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i8120124135ef44039511818d0a4d3edd_64)] [added: Risk](#i627048a875d54f79b7e232c1ccadb81d_292)] | | | [removed: [49](#i8120124135ef44039511818d0a4d3edd_64)] [added: [48](#i627048a875d54f79b7e232c1ccadb81d_292)] | | |

| Item 8. | | | [removed: [Consolidated Financial Statements](#i8120124135ef44039511818d0a4d3edd_67) [and] [added: [Financial Statements and] Supplementary [removed: Data](#i8120124135ef44039511818d0a4d3edd_67)] [added: Data](#i627048a875d54f79b7e232c1ccadb81d_295)] | | | [removed: [51](#i8120124135ef44039511818d0a4d3edd_67)] [added: [49](#i627048a875d54f79b7e232c1ccadb81d_295)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8120124135ef44039511818d0a4d3edd_160)] [added: Disclosure](#i627048a875d54f79b7e232c1ccadb81d_484)] | | | [removed: [90](#i8120124135ef44039511818d0a4d3edd_160)] [added: [87](#i627048a875d54f79b7e232c1ccadb81d_484)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8120124135ef44039511818d0a4d3edd_163)] [added: Procedures](#i627048a875d54f79b7e232c1ccadb81d_487)] | | | [removed: [90](#i8120124135ef44039511818d0a4d3edd_163)] [added: [87](#i627048a875d54f79b7e232c1ccadb81d_487)] | | |

| Item 9B. | | | [Other [removed: Information](#i8120124135ef44039511818d0a4d3edd_166)] [added: Information](#i627048a875d54f79b7e232c1ccadb81d_490)] | | | [removed: [91](#i8120124135ef44039511818d0a4d3edd_166)] [added: [87](#i627048a875d54f79b7e232c1ccadb81d_490)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8120124135ef44039511818d0a4d3edd_4363)] [added: Inspections](#i627048a875d54f79b7e232c1ccadb81d_493)] | | | [removed: [91](#i8120124135ef44039511818d0a4d3edd_4363)] [added: [88](#i627048a875d54f79b7e232c1ccadb81d_493)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i8120124135ef44039511818d0a4d3edd_172)] [added: Governance](#i627048a875d54f79b7e232c1ccadb81d_499)] | | | [removed: [92](#i8120124135ef44039511818d0a4d3edd_172)] [added: [89](#i627048a875d54f79b7e232c1ccadb81d_499)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8120124135ef44039511818d0a4d3edd_175)] [added: Compensation](#i627048a875d54f79b7e232c1ccadb81d_502)] | | | [removed: [92](#i8120124135ef44039511818d0a4d3edd_175)] [added: [89](#i627048a875d54f79b7e232c1ccadb81d_502)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8120124135ef44039511818d0a4d3edd_178)] [added: Matters](#i627048a875d54f79b7e232c1ccadb81d_505)] | | | [removed: [92](#i8120124135ef44039511818d0a4d3edd_178)] [added: [89](#i627048a875d54f79b7e232c1ccadb81d_505)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8120124135ef44039511818d0a4d3edd_181)] [added: Independence](#i627048a875d54f79b7e232c1ccadb81d_508)] | | | [removed: [92](#i8120124135ef44039511818d0a4d3edd_181)] [added: [89](#i627048a875d54f79b7e232c1ccadb81d_508)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8120124135ef44039511818d0a4d3edd_184)] [added: Services](#i627048a875d54f79b7e232c1ccadb81d_511)] | | | [removed: [92](#i8120124135ef44039511818d0a4d3edd_184)] [added: [89](#i627048a875d54f79b7e232c1ccadb81d_511)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8120124135ef44039511818d0a4d3edd_190)] [added: Schedules](#i627048a875d54f79b7e232c1ccadb81d_517)] | | | [removed: [93](#i8120124135ef44039511818d0a4d3edd_190)] [added: [90](#i627048a875d54f79b7e232c1ccadb81d_517)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8120124135ef44039511818d0a4d3edd_193)] [added: Summary](#i627048a875d54f79b7e232c1ccadb81d_520)] | | | [removed: [96](#i8120124135ef44039511818d0a4d3edd_193)] [added: [93](#i627048a875d54f79b7e232c1ccadb81d_520)] | | |

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

These forward-looking statements are subject to a number of risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict and many of which are outside of our control, including those arising from the impact of [added: recent macroeconomic events, inflation, and] the coronavirus [removed: pandemic (“COVID-19 pandemic”),] [added: (“COVID-19”) pandemic,] as well as those described in the* “*Risk Factors*” *section, which we encourage you to read carefully.

References to fiscal [removed: 2022,] [added: 2023,] for example, refer to the year ended January 31, [removed: 2022*.][added: 2023*.]

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| | | | [Signatures](#i627048a875d54f79b7e232c1ccadb81d_523) | | | [94](#i627048a875d54f79b7e232c1ccadb81d_523) | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

| | | | [Signatures](#i8120124135ef44039511818d0a4d3edd_196) | | | [97](#i8120124135ef44039511818d0a4d3edd_196) | | |

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

As of February [removed: 24, 2022,] [added: 23, 2023,] there were [removed: 16] [added: 23] 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: 71] [added: 68] stockholders of record of our Class B common stock.

The chart assumes $100 was invested at the close of market on January 31, [removed: 2017,] [added: 2018,] in our Class A common 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: 1/31/2017] [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] | | | | | | [removed: 1/31/2021] [added: 1/31/2022] | | | | | | [removed: 1/31/2022] [added: 1/31/2023] | | |

For further information, see [Note [removed: 11, Debt](#i8120124135ef44039511818d0a4d3edd_124),] [added: 14, Stockholders’ Equity](#i627048a875d54f79b7e232c1ccadb81d_454)] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, [removed: 2022.][added: 2023 (in thousands, except per share data):]

| Period | | | | | | Total Number of Shares Purchased [added: (1)] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [added: (1)] | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs [added: (1)] | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 151.41 | | | | | $ | 154.00 | | | | | $ | 189.78 | | | | | $ | 211.04 | | | | | $ | 151.33 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 97.68 | | | | | | 118.84 | | | | | | 139.32 | | | | | | 171.75 | | | | | | 157.60 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 120.67 | | | | | | 161.22 | | | | | | 212.71 | | | | | | 235.90 | | | | | | 191.10 | | |

None.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| November 1, 2022 - November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| December 1, 2022 - December 31, 2022 | | | | | | 181 | | | | | | 165.72 | | | | | | 181 | | | | | | 470,001 | | |

| January 1, 2023 - January 31, 2023 | | | | | | 269 | | | | | | 165.76 | | | | | | 269 | | | | | | 425,334 | | |

| Total | | | | | | 450 | | | | | | | | | | | | 450 | | | | | | | | |

(1)In November 2022, our Board of Directors authorized the repurchase of up to $500 million of our outstanding shares of Class A common stock.

We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions.

The timing and total amount of shares repurchased will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

The Share Repurchase Program has a term of 18 months, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.

All repurchases disclosed in this table were made pursuant to the publicly announced Share Repurchase Program.

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 144.29 | | | | | $ | 218.47 | | | | | $ | 222.20 | | | | | $ | 273.84 | | | | | $ | 304.50 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 126.40 | | | | | | 123.46 | | | | | | 150.22 | | | | | | 176.11 | | | | | | 217.09 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 147.68 | | | | | | 178.21 | | | | | | 238.09 | | | | | | 314.13 | | | | | | 348.38 | | |

During the three months ended January 31, 2022, we issued 109 shares of our unregistered Class A common stock to holders of our 2022 Notes upon settlement of conversion of an immaterial aggregate principal amount of such notes.

This share amount represents the conversion value of the 2022 Notes in excess of the principal amount converted.

These shares of our Class A common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Additionally, in connection with our acquisition of VNDLY during the three months ended January 31, 2022, we agreed to issue 152,384 shares of our Class A common stock to certain key VNDLY employees (“VNDLY reserved shares”), with 50% of such shares to be issued following the first anniversary of the closing date of the acquisition and the remaining 50% to be issued following the second anniversary of the closing date, subject to service conditions.

These shares of our Class A common stock will be issued in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.

For further information, see [Note 7, Business Combinations](#i8120124135ef44039511818d0a4d3edd_112), of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

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

| November 1, 2021 - November 30, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| December 1, 2021 - December 31, 2021 | | | | | | 108 | | | | | | 272.49 | | | | | | — | | | | | | — | | |

| January 1, 2022 - January 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 108 | | | | | | | | | | | | — | | | | | | | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

| [Reports of Independent Registered Public Accounting [removed: Firm](#i8120124135ef44039511818d0a4d3edd_70)] [added: Firm](#i627048a875d54f79b7e232c1ccadb81d_298)] | | | (PCAOB ID: 42) | | | | | | [removed: [52](#i8120124135ef44039511818d0a4d3edd_70)] [added: [50](#i627048a875d54f79b7e232c1ccadb81d_298)] | | |

| [Consolidated Balance [removed: Sheets](#i8120124135ef44039511818d0a4d3edd_73)] [added: Sheets](#i627048a875d54f79b7e232c1ccadb81d_304)] | | | | | | | | | [removed: [55](#i8120124135ef44039511818d0a4d3edd_73)] [added: [53](#i627048a875d54f79b7e232c1ccadb81d_304)] | | |

| [Consolidated Statements of [removed: Operations](#i8120124135ef44039511818d0a4d3edd_76)] [added: Operations](#i627048a875d54f79b7e232c1ccadb81d_307)] | | | | | | | | | [removed: [56](#i8120124135ef44039511818d0a4d3edd_76)] [added: [54](#i627048a875d54f79b7e232c1ccadb81d_307)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i8120124135ef44039511818d0a4d3edd_82)] [added: (Loss)](#i627048a875d54f79b7e232c1ccadb81d_313)] | | | | | | | | | [removed: [57](#i8120124135ef44039511818d0a4d3edd_82)] [added: [55](#i627048a875d54f79b7e232c1ccadb81d_313)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i8120124135ef44039511818d0a4d3edd_85)] [added: Equity](#i627048a875d54f79b7e232c1ccadb81d_316)] | | | | | | | | | [removed: [58](#i8120124135ef44039511818d0a4d3edd_85)] [added: [56](#i627048a875d54f79b7e232c1ccadb81d_316)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8120124135ef44039511818d0a4d3edd_88)] [added: Flows](#i627048a875d54f79b7e232c1ccadb81d_319)] | | | | | | | | | [removed: [59](#i8120124135ef44039511818d0a4d3edd_88)] [added: [57](#i627048a875d54f79b7e232c1ccadb81d_319)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8120124135ef44039511818d0a4d3edd_91)] [added: Statements](#i627048a875d54f79b7e232c1ccadb81d_322)] | | | | | | | | | [removed: [61](#i8120124135ef44039511818d0a4d3edd_91)] [added: [59](#i627048a875d54f79b7e232c1ccadb81d_322)] | | |

We have audited the accompanying consolidated balance sheets of Workday, Inc. (the Company) as of January 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 February [removed: 28, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

| [removed: Description] [added: *Description] of the [removed: Matter] [added: 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 [removed: and the allocation of the transaction price to these performance obligations] was challenging. For example, there were nonstandard terms and conditions that required judgment to determine [added: whether] the distinct performance obligations [removed: and relative standalone selling prices] were [added: identified and] accounted for appropriately. | | |

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify distinct performance [removed: obligations and allocate the transaction price to those performance obligations, including the underlying assumptions related to the relative standalone selling price.] [added: obligations.] Among other audit procedures, we selected a sample of contracts and evaluated whether management appropriately identified and considered the terms and conditions and the appropriate revenue recognition. As part of our procedures, we evaluated the assessment of distinct performance [removed: obligations and the accuracy and completeness of the underlying data used in management's determination of the relative standalone selling prices.] [added: obligations.] | | |

We have audited Workday, Inc.’s internal control over financial reporting as of January 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022 and 2021,] [added: 2023] and [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 28, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 1,886,311 | | | | | $ |] 1,534,273 | | | | | $ | 1,384,181 | |

| Marketable securities | | | [removed: 2,109,888] [added: 4,235,083] | | | | | | [removed: 2,151,472] [added: 2,109,888] | | |

| Trade and other receivables, net of allowance for credit losses of [removed: $10,790] [added: $8,509] and [removed: $14,267,] [added: $10,790,] respectively | | | [removed: 1,242,545] [added: 1,570,086] | | | | | | [removed: 1,032,484] [added: 1,242,545] | | |

| Deferred costs | | | [removed: 152,957] [added: 191,054] | | | | | | [removed: 122,764] [added: 152,957] | | |

| Prepaid expenses and other current assets | | | [removed: 174,402] [added: 225,690] | | | | | | [removed: 111,160] [added: 174,402] | | |

| Total current assets | | | [removed: 5,214,065] [added: 8,108,224] | | | | | | [removed: 4,802,061] [added: 5,214,065] | | |

| Property and equipment, net | | | [removed: 1,123,075] [added: 1,201,254] | | | | | | [removed: 972,403] [added: 1,123,075] | | |

| Operating lease right-of-use assets | | | [removed: 247,808] [added: 249,278] | | | | | | [removed: 414,143] [added: 247,808] | | |

| Deferred costs, noncurrent | | | [removed: 341,259] [added: 420,988] | | | | | | [removed: 271,796] [added: 341,259] | | |

| Acquisition-related intangible assets, net | | | [removed: 391,002] [added: 305,465] | | | | | | [removed: 248,626] [added: 391,002] | | |

| Goodwill | | | 2,840,044 | | | | | | [removed: 1,819,625] [added: 2,840,044] | | |

| Other assets | | | [removed: 341,252] [added: 360,985] | | | | | | [removed: 189,757] [added: 341,252] | | |

| Total assets | | | $ | [removed: 10,498,505] [added: 13,486,238] | | | | | $ | [removed: 8,718,411] [added: 10,498,505] | |

| Accounts payable | | | $ | [removed: 55,487] [added: 153,751] | | | | | $ | [removed: 75,596] [added: 55,487] | |

| Accrued expenses and other current liabilities | | | [removed: 195,590] [added: 260,131] | | | | | | [removed: 169,266] [added: 195,590] | | |

| Accrued compensation | | | [removed: 402,885] [added: 563,548] | | | | | | [removed: 285,061] [added: 402,885] | | |

| Unearned revenue | | | [removed: 3,110,947] [added: 3,559,393] | | | | | | [removed: 2,556,624] [added: 3,110,947] | | |

| Operating lease liabilities | | | [removed: 80,503] [added: 91,343] | | | | | | [removed: 93,000] [added: 80,503] | | |

| Debt, current | | | [removed: 1,222,443] [added: —] | | | | | | [removed: 1,103,101] [added: 1,222,443] | | |

| Total current liabilities | | | [removed: 5,067,855] [added: 4,628,166] | | | | | | [removed: 4,282,648] [added: 5,067,855] | | |

| Debt, noncurrent | | | [removed: 617,354] [added: 2,975,934] | | | | | | [removed: 691,913] [added: 617,354] | | |

| Unearned revenue, noncurrent | | | [removed: 71,533] [added: 74,540] | | | | | | [removed: 80,111] [added: 71,533] | | |

| Operating lease liabilities, noncurrent | | | [removed: 182,456] [added: 181,799] | | | | | | [removed: 350,051] [added: 182,456] | | |

| Other liabilities | | | [removed: 24,225] [added: 40,231] | | | | | | [removed: 35,854] [added: 24,225] | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

February 27, 2023

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

February 27, 2023

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| | | | 2023 | | | | | | 2022 | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| Common stock repurchases under share repurchase program | | | (74,665) | | | | | | — | | | | | | — | | |

| Common stock repurchased | | | (450) | | | | | | — | | | | | | — | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| Net income (loss) | | | $ | (366,749) | | | | | $ | 29,373 | | | | | $ | (282,431) | |

| Repayments and extinguishment of debt | | | (1,843,605) | | | | | | (37,614) | | | | | | (268,762) | | |

| Payments for debt issuance costs | | | (7,220) | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | (74,666) | | | | | | — | | | | | | — | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

In February 2023, we completed an assessment of the useful lives of our data center equipment, including servers, network equipment, and integrated complete server and network racks.

Due to advances in technology, as well as investments in software that increased efficiencies in how we operate our data center equipment, we determined we should increase the estimated useful lives of data center equipment from 3 years to 5 years.

This change in accounting estimate will be effective beginning fiscal 2024.

For fiscal 2023, our co-chief executive officers together served as CODM for purposes of segment reporting.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

We use a range of amounts to estimate SSP for both subscription and professional services sold together in a contract to determine whether there is a discount to be allocated based on the relative SSP of the performance obligations.

We use historical sales transaction data, among other factors, to determine the SSP for each distinct performance obligation.

Our SSP ranges are reassessed on a periodic basis or when facts and circumstances change.

Changes in SSP for our services can evolve over time due to changes in our pricing practices that are influenced by market competition, changes in demand for our services, and other economic factors.

As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP and may therefore impact revenue recognized in our consolidated financial statements.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

Realized gains or losses from the sales of debt securities are based on the specific identification method.

These investments are recorded at cost and are adjusted for observable transactions for same or similar securities of the same issuer or impairment events.

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

Cash flows from the settlement of forward contracts designated as cash flow hedges and non-designated hedges are classified as operating activities on the Consolidated Statements of Cash Flows.

| Computers, equipment, and software | | | 2 - 10 years | | |

| Buildings | | | 10 - 60 years | | |

| Furniture, fixtures, and transportation equipment | | | 5 - 12 years | | |

| Land improvements | | | 15 years | | |

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

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

February 28, 2022

| Other | | | — | | | | | | — | | | | | | (9) | | |

| Payments on convertible senior notes | | | (114) | | | | | | (250,012) | | | | | | (30) | | |

| Payments on Term Loan | | | (37,500) | | | | | | (18,750) | | | | | | — | | |

For revenue recognition, examples of significant estimates, judgements, and assumptions include the identification of distinct performance obligations and the assessment of the standalone selling price for each performance obligation identified.

For fiscal 2022, our CODM was our Co-Chief Executive Officer and Chairman, Aneel Bhusri, and our Co-Chief Executive Officer, Chano Fernandez.

We adjust the carrying values of non-marketable equity investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer.

We use nonderivative financial instruments designated as net investment hedges to hedge our net investment in certain foreign subsidiaries.

The gains or losses, which are not material, are recorded in the currency translation adjustment component of AOCI and are reclassified to income in the period in which the hedged subsidiary is either sold or substantially liquidated.

*ASU No. 2020-06*

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, *Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)*.

Under ASU No. 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital.

Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

We adopted this standard effective February 1, 2021, using a modified retrospective method, under which financial results reported in prior periods were not adjusted.

We applied the provisions of this guidance to our 2022 Notes.

Upon adoption, we recorded a decrease to Accumulated deficit of $136 million, a decrease to Additional paid-in capital of $220 million, an increase to Debt, current of $79 million, and a decrease to Property and equipment, net of $5 million, which represented non-cash interest previously capitalized.

Recently Issued Accounting Pronouncements

The new standard is effective for our fiscal year beginning on February 1, 2023, with early adoption permitted.

We are currently evaluating the accounting, transition, and disclosure requirements of this standard.

*ASU No. 2020-04 and ASU No. 2021-01*

In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting*, which provides temporary optional expedients and exceptions to GAAP guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate to alternative reference rates.

In January 2021, the FASB issued ASU No. 2021-01, *Reference Rate Reform (Topic 848)*, which refines the scope of Topic 848 and clarifies some of its guidance.

We may elect to apply the amendments prospectively through December 31, 2022.

The impact on our consolidated financial statements from the adoption of this standard is expected to be immaterial.

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

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

| U.S. treasury securities | | | $ | 1,054,146 | | | | | $ | 205 | | | | | $ | (10) | | | | | $ | 1,054,341 | |

| U.S. agency obligations | | | 504,298 | | | | | | 196 | | | | | | (49) | | | | | | 504,445 | | |

| Corporate bonds | | | 346,563 | | | | | | 1,253 | | | | | | (14) | | | | | | 347,802 | | |

| Commercial paper | | | 664,262 | | | | | | — | | | | | | — | | | | | | 664,262 | | |

| Total debt securities | | | $ | 2,569,269 | | | | | $ | 1,654 | | | | | $ | (73) | | | | | $ | 2,570,850 | |

| Included in Marketable securities | | | $ | 2,128,591 | | | | | $ | 1,654 | | | | | $ | (73) | | | | | $ | 2,130,172 | |

| Equity investments accounted for under the equity method | | | Other assets | | | | | | — | | | | | | 48,222 | | |

During fiscal 2021, we made an equity investment of $50 million in a limited partnership, which represented an ownership interest of approximately 6%.

We determined that the limited partnership was a VIE because the at-risk equity holders, as a group, lacked the characteristics of a controlling financial interest.

We did not have majority voting rights nor the power to direct the activities of this entity, and therefore, we were not the primary beneficiary.

The investment was accounted for under the equity method of accounting as it was considered to be more than minor and we had the ability to exercise significant influence over the entity.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, [removed: 2022,] [added: 2023,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Based on that evaluation, our principal executive 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: 2022] [added: 2023] that materially affected, or is reasonably likely to materially affect, our internal control over financial [removed: reporting, despite the fact that the majority of our employees are continuing to work remotely due to the COVID-19 pandemic.][added: reporting.]

We are continually monitoring and assessing the potential impact of the COVID-19 pandemic on the design and operating effectiveness of our internal controls.

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

The information concerning our directors, our Audit Committee, and any changes to the process by which stockholders may recommend nominees to the Board [added: of Directors] required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No. 1: Election of Directors” and “Directors and Corporate Governance.”

The Code of Conduct is available on our website at *www.workday.com/codeofconduct.* A copy may also be obtained without charge by contacting Investor Relations, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588 or by [removed: calling (925) 951-9000.][added: emailing ir@workday.com.]

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1327811/000132781122000023/wday-02242022xex31.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000110465923007534/tm234245d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | [removed: February 28, 2022] [added: January 26, 2023] | | | | | | 3.1 | | | | | | | | |

| [removed: 10.3†] [added: 10.2†] | | | | | | [2012 Equity Incentive Plan, as 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†] [added: 10.3†] | | | | | | [2012 Equity Incentive Plan [removed: Forms] [added: forms] of Award Agreements, as amended](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex104.htm) | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 3, 2020 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.6†] [added: 10.8†] | | | | | | [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: 10.7†] [added: 10.9†] | | | | | | [Adaptive Insights, Inc. 2013 Equity Incentive Plan [removed: Forms] [added: forms] of Award Agreements](http://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex992.htm) | | | | | | S-8 | | | | | | 333-226907 | | | | | | August 17, 2018 | | | | | | 99.2 | | | | | | | | |

| [removed: 10.8†] [added: 10.10†] | | | | | | [Workday, Inc. Change in Control [removed: Policy](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000167/wday-10312020xex101.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000054/wday-4302021xex101.htm)] | | | | | | 10-Q | | | | | | 001-35680 | | | | | | May 26, 2021 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.9†] [added: 10.11†] | | | | | | [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: 10.10†] [added: 10.13†] | | | | | | [Offer Letter between [removed: Robynne Sisco] [added: Luciano G. Fernandez] and the Registrant dated August [removed: 23, 2012](http://www.sec.gov/Archives/edgar/data/1327811/000132781116000041/wday-04302016xex1011.htm)] [added: 26, 2020](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000129/wday-7312020x101.htm)] | | | | | | 10-Q | | | | | | 001-35680 | | | | | | [removed: June 1, 2016] [added: August 28, 2020] | | | | | | [removed: 10.11] [added: 10.1] | | | | | | | | |

| [removed: 10.11†] [added: 10.12†] | | | | | | [Offer Letter between Richard Sauer and the Registrant dated April 6, 2019](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex1011.htm) | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 3, 2020 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.12†] [added: 10.14†] | | | | | | [Offer Letter between [removed: Luciano G. Fernandez] [added: Barbara Larson] and the Registrant dated [removed: August 26, 2020](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000129/wday-7312020x101.htm)] [added: June 30, 2014](http://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex1013.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | 001-35680 | | | | | | [removed: August] [added: February] 28, [removed: 2020] [added: 2022] | | | | | | [removed: 10.1] [added: 10.13] | | | | | | | | |

| [removed: 10.13†] [added: 10.15†] | | | | | | [Offer Letter between [removed: Barbara Larson] [added: Doug Robinson] and the Registrant dated June [removed: 30, 2014](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex1013.htm)] [added: 3, 2010](http://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022ex1014.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-35680] | | | | | | [added: February 28, 2022] | | | | | | [added: 10.14] | | | | | | [removed: X] | | |

| [removed: 10.14†] [added: 10.16†] | | | | | | [removed: [Offer Letter between Doug Robinson] [added: [Letter](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1016.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1016.htm) [between Carl Eschenbach] and the Registrant dated [removed: June 3, 2010](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022ex1014.htm)] [added: December 20, 2022](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1016.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: 10.15] [added: 10.18] | | | | | | [Restated and Amended Pleasanton Ground Lease by and between San Francisco Bay Area Rapid Transit District and CREA/Windstar Pleasanton, LLC and related assignment agreement dated January 30, 2014](http://www.sec.gov/Archives/edgar/data/1327811/000119312514124249/d667142dex1011.htm) | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 31, 2014 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.16] [added: 10.19] | | | | | | [Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel Bhusri](http://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex1011.htm) | | | | | | S-1/A | | | | | | 333-183640 | | | | | | October 1, 2012 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.17] [added: 10.20] | | | | | | [Form of Convertible Bond Hedge Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex991.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.1 | | | | | | | | |

| [removed: 10.18] [added: 10.21] | | | | | | [Form of Warrant Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex992.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.2 | | | | | | | | |

| [removed: 10.19] [added: 10.22] | | | | | | [Form of Additional Convertible Bond Hedge Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex993.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.3 | | | | | | | | |

| [removed: 10.20] [added: 10.23] | | | | | | [Form of Additional Warrant Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex994.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.4 | | | | | | | | |

| [removed: 10.21] [added: 10.24] | | | | | | [Credit Agreement, dated as of April [removed: 2, 2020,] [added: 6, 2022,] among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, [removed: Truist Bank, U.S. Bank National Association] and the other L/C Issuers and Lenders party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000043/wday-422020xex101.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1327811/000110465922043661/tm2212084d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | April [removed: 6, 2020] [added: 7, 2022] | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i8120124135ef44039511818d0a4d3edd_196)] [added: 10-K)](#i627048a875d54f79b7e232c1ccadb81d_523)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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/1327811/000132781122000030/wday-01312022xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [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/1327811/000132781122000030/wday-01312022xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.3 | | | | | | [Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex313.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1* | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2* | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex322.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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781122000030/wday-01312022xex323.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex323.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.7 | | | | | | [Indenture, dated as of April 1, 2022, between Workday and U.S. Bank Trust Company National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-1.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.1 | | | | | | | | |

| 4.8 | | | | | | [Form of 3.500% Note due 2027](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.3 | | | | | | | | |

| 4.9 | | | | | | [Form of 3.700% Note due 2029](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.4 | | | | | | | | |

| 4.10 | | | | | | [Form of 3.800% Note due 2032](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.5 | | | | | | | | |

| 10.4† | | | | | | [2022 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-4.htm) | | | | | | S-8 | | | | | | 333-265766 | | | | | | June 22, 2022 | | | | | | 4.4 | | | | | | | | |

| 10.5† | | | | | | [2022 Equity Incentive Plan forms of Award Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-5.htm) | | | | | | S-8 | | | | | | 333-265766 | | | | | | June 22, 2022 | | | | | | 4.5 | | | | | | | | |

| 10.6† | | | | | | [Amended and Restated 2012 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-6.htm) | | | | | | S-8 | | | | | | 333-265766 | | | | | | June 22, 2022 | | | | | | 4.6 | | | | | | | | |

| 10.7† | | | | | | [Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as amended](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-7.htm) | | | | | | S-8 | | | | | | 333-265766 | | | | | | June 22, 2022 | | | | | | 4.7 | | | | | | | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| 10.17† | | | | | | [2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1017.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| 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 | | | | | | | | |

| 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 | | | | | | | | |

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

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: 28th] [added: 27th] day of February, [removed: 2022.][added: 2023.]

| /s/ Aneel Bhusri | | | | | | Co-Chief Executive Officer | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Barbara Larson | | | | | | Chief Financial Officer | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Thomas F. Bogan | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Ann-Marie Campbell | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Christa Davies | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Lynne M. Doughtie | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| Carl M. Eschenbach | | | | | | [added: *(Principal Executive Officer)*] | | | | | | | | |

| /s/ Michael M. McNamara | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ George J. Still, Jr. | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Lee J. Styslinger III | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Jerry Yang | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

[Table of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)

| /s/ Carl M. Eschenbach | | | | | | Co-Chief Executive Officer | | | | | | February 27, 2023 | | |

| /s/ Wayne A.I. Frederick, M.D. | | | | | | Director | | | | | | February 27, 2023 | | |

| Wayne A.I. Frederick, M.D. | | | | | | | | | | | | | | |

| | | | | | | Director | | | | | | | | |

| Mark J. Hawkins | | | | | | | | | | | | | | |

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

[Table of](#i8120124135ef44039511818d0a4d3edd_7) [Conten](#i8120124135ef44039511818d0a4d3edd_7)[t](#i8120124135ef44039511818d0a4d3edd_7)[s](#i8120124135ef44039511818d0a4d3edd_7)

| /s/ Luciano Fernandez Gomez | | | | | | Co-Chief Executive Officer | | | | | | February 28, 2022 | | |

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

| /s/ Carl M. Eschenbach | | | | | | Director | | | | | | February 28, 2022 | | |