Workday (WDAY) 10-K risk factor changes: FY2024 vs FY2023

The [removed: below] [added: following] summary [removed: risks provide] [added: provides] an overview of the material risks we are exposed to in the normal course of our business activities.

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

- any compromise of our information technology systems or [removed: the] security measures [added: (including] of our [added: critical suppliers and] service [removed: partners,] [added: partners),] or the unauthorized access of customer or user data;

- [removed: our ability to properly manage] [added: any slowdown or failure of] our technical operations infrastructure, including our data centers and computing infrastructure operated by third parties, or the impact of service outages or delays in the deployment of our applications, or the failure of our applications to perform properly;

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

- any loss of key employees or the inability to attract, [removed: train,] [added: develop,] and retain highly skilled employees;

- delays in the reflection of downturns or upturns in new sales in our operating results associated with long sales [removed: cycles;][added: cycles and our subscription model;]

- our ability to [removed: establish or maintain our strategic relationships with third parties, or any failure to] successfully integrate our applications with third-party technologies;

- [removed: risks related to] government contracts and related procurement regulations;

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

- the limited ability of third parties to [added: influence corporate matters due to our dual class structure and to] seek a merger, tender offer, or proxy contest due to Delaware law and provisions in our organizational [removed: documents; and][added: documents.]

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

[removed: Moreover, any] [added: Any] failure [added: of our applications] to [removed: scale] [added: operate effectively with future network platforms] and [removed: secure additional capacity could result in delays] [added: other third-party technologies, or changes] in [removed: new feature rollouts,] [added: such technologies that degrade the functionality of our products or give preferential treatment to competitive services, could] reduce the demand for our applications, result in customer and end user dissatisfaction, and adversely affect our business and operating results.

Because of the large amount of data that we collect and process in our systems, [added: and the sensitive nature of such data,] 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.

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

[removed: For example,] [added: Furthermore,] our customers and other users access our applications through their internet service providers.

Our [added: insurance policies, including our] errors and omissions [removed: insurance] [added: insurance,] may be inadequate or may not be available in the future on acceptable terms, or at all, to protect against claims and other legal [removed: actions.][added: actions arising from breaches of our contracts, disruptions in our service, including those caused by cybersecurity incidents, failures or disruptions to our infrastructure, catastrophic events and disasters, or otherwise.]

We depend on data centers and [removed: computing] [added: other] infrastructure operated by third parties, [added: as well as internet availability,] and any disruption in these operations could adversely affect our business and operating results.

We host our applications and serve our customers and users [added: globally] from data centers operated by third parties [removed: located in the United States, Canada,] and [removed: Europe.][added: rely upon third-party hosted infrastructure partners to operate certain aspects of our services.]

[removed: Any disruption] [added: Disruption] of or interference at our [added: data centers or] hosted infrastructure partners [removed: would] [added: has and could in the future] impact our operations and our business could be adversely impacted.

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

[removed: These] [added: Our data center and hosted infrastructure partner] facilities may also be subject to [added: cybersecurity breaches,] capacity constraints, financial difficulties, break-ins, sabotage, intentional acts of vandalism and similar misconduct, natural catastrophic events, as well as local administrative actions, changes to legal or permitting requirements, and litigation to stop, [removed: limit] [added: limit,] or delay [removed: operation.][added: operations.]

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

Interruptions in our services might adversely affect our reputation and operating results, cause us to issue refunds or service credits to [removed: customers for prepaid and unused subscription services,] [added: customers,] subject us to potential liabilities, result in contract terminations, or adversely affect our renewal rates.

The extent to which the continuing global economic and geopolitical volatility, [removed: the impact of inflation on our costs] and [added: any resulting effect] on customer spending, [removed: and measures taken in response to 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.

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

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

In connection with recent macroeconomic events, we have experienced and may continue to experience delays in purchasing decisions from existing and prospective [removed: customers] [added: customers, increased demand for price concessions] and [added: delayed payment terms, 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, [removed: including economic downturns or recessions.][added: which may not be fully reflected in our operating results and overall financial performance until future periods.]

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

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

To execute our growth plan, we must attract, [removed: train,] [added: enable,] and [removed: retain] [added: develop] highly qualified [removed: personnel.][added: talent.]

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

[removed: In addition, the] [added: The] expansion of our sales infrastructure, both domestically and internationally, is necessary to grow our customer base and business.

Our business may be adversely affected if our efforts to attract and [removed: train] [added: enable] new members of our direct sales force do not generate a corresponding increase in revenues.

We have experienced, and we expect to continue to experience, [removed: difficulty] [added: significant competition] in hiring and retaining employees with appropriate [removed: qualifications, and we may not be able to fill positions in desired geographic areas or at all.][added: qualifications.]

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

[removed: If we fail] [added: Failure] to [added: maintain or adapt our culture could negatively affect our ability to] attract new personnel or to retain our current [removed: personnel,] [added: personnel and] our business and future growth prospects could be adversely affected.

Our primary competitors are Oracle and SAP, well-established providers of financial management and HCM applications, which have long-standing relationships with [removed: many customers.][added: customers and partners.]

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

- our reliance on our network of partners to drive additional growth of our revenues;

- new and evolving technologies such as AI;

- any failure to protect our intellectual property rights or any lawsuits against us for alleged infringement of third-party proprietary rights;

- our existing and future debt obligations; and

If we do not accurately predict our infrastructure requirements or fail to adapt and scale, we may experience service outages or delays, or significant increases in operating costs, which may adversely affect our business and operating results.

All of these issues may result in increased operational costs, delays in new feature rollouts, customer loss, reputational damage, and legal or regulatory liability, including liability under customer contracts or for losses suffered by our customers.

For example, in November 2023, we discovered that an issue in our product affecting certain customers resulted in document notifications and PDF documents being sent to unintended recipients within the same organization.

We control our applications and data but we do not control the facilities, operations, and physical security of these locations.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

In addition, geopolitical volatilities, including the Russia-Ukraine and Israel-Hamas conflicts, have led and could lead to further economic disruption.

Effective February 1, 2024, the start of our fiscal 2025, in accordance with an established succession plan, Aneel Bhusri stepped down from his role as Co-CEO and assumed the role of Executive Chair, and Carl Eschenbach, formerly Co-CEO alongside Mr. Bhusri, assumed the role of sole CEO.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

With the introduction of new technologies, such as generative AI, we expect competition to intensify in the future.

Due to the complex nature of implementing financial management solutions, the lifecycle of the contracts for such solutions tends to be long.

Therefore, if we lose a current customer to a competitor or fail to secure a prospective customer for financials management solutions, there is a long duration before we will be able to approach that customer again with our sales efforts for such solutions.

We rely on our network of partners to drive additional growth of our revenues, and if these partners fail to perform, our ability to sell and distribute our products may be impacted, and our operating results and growth rate may be harmed.

Our strategy for additional growth depends, in part, on sales generated through our network of partners and professional services provided by our partners.

Our partner training and educational programs may not be effective or utilized consistently by partners.

New partners may require extensive training and/or may require significant time and resources to achieve productivity.

Changes to our direct go-to-market models may cause friction with our partners and may increase the risk in our partner ecosystem.

The actions of our partners may subject us to lawsuits, potential liability, and reputational harm if, for example, any of our partners misrepresent the functionality of our products to customers, fail to perform services to our customers’ expectations, or violate laws or our corporate policies.

In addition, our partners may utilize our platform to develop products and services that could potentially compete with products and services that we offer currently or in the future.

Concerns over competitive matters or intellectual property ownership could constrain these partnerships.

If we fail to effectively manage and grow our network of partners, maintain good relationships with our partners, or properly monitor the quality and efficacy of their service delivery, or if our partners do not effectively market and sell our subscription services, use greater efforts to market and sell their own products or services or those of our competitors, or fail to meet the needs or expectations of our customers, our ability to sell our products and efficiently provide our services may be impacted, and our operating results and growth rate may be harmed.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

The growth of our business and future prospects depends on our ability to increase our sales outside of the United States as a percentage of our total revenues.

- the need to adhere to local laws and regulations, including those related to data localization, privacy, and anti-corruption;

If we are not able to successfully hedge against the risks associated with foreign currency fluctuations, our financial condition and operating results could be adversely affected.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

As with many cutting-edge innovations, these technologies can present new risks and challenges.

Our developers are also experimenting with the use of large language models provided by third parties for domain-specific use cases, and at this stage the line between developers and deployers of these technologies, including their respective responsibilities and liabilities, is unclear.

We already are defending against a lawsuit alleging that our products and services enable discrimination, and although we believe that such claims lack merit, and we succeeded in our initial motion to dismiss the claims, legal proceedings can be lengthy, expensive, and disruptive to our operations (particularly where, as in the present litigation, Plaintiff may seek to also litigate against certain of Workday’s customers).

We may be subject to other litigation and regulatory actions that may cause financial, competitive, and developmental impacts, and could lead to legal liability.

In addition, regardless of outcome, these types of claims could cause reputational harm to our brand.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

For example, AI is propelling advancements in technology, but if we fail to innovate and keep up with advancements in AI technology, if Workday AI solutions fail to operate as expected or do not meet customer expectations, or if we do not have sufficient access to development resources and the technologies required to build and improve our applications, such as the datasets required to train our AI models, our business and reputation may be harmed.

Any unfavorable publicity or perception of our brand or our applications could negatively impact our ability to attract and retain customers and also make it more difficult to hire and retain employees.

If we are unable to successfully integrate our applications with a variety of third-party technologies, our business and operating results could be adversely affected.

For example, we leverage software and services for development tools and to deliver applications from many third-party suppliers including AWS and Google LLC.

If the operations of these third parties are disrupted, our own operations may suffer, which could adversely impact our operating results.

- a failure to manage our growth effectively;

- our history of cumulative losses;

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

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

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

- our substantial indebtedness;

- the limited ability 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 employees due to the exclusive forum provision in our organizational documents.

We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers and users, as well as our own needs, and to ensure that our services and solutions are accessible within an acceptable load time.

If we do not accurately predict our infrastructure requirements, we may experience service outages.

Furthermore, if our operations infrastructure fails to scale, we may experience delays in providing service as we seek to obtain additional capacity, and no assurance can be made that we will be able to secure such additional capacity on the same or similar terms as we currently have, which could result in a significant increase in our operating costs.

In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time.

Furthermore, the availability or performance of our applications could also be adversely affected by our customers’ and other users’ inability to access the internet.

Other countries have attempted or are attempting to change or limit the legal protections available to businesses that depend on the internet for the delivery of their services.

Our customer agreements typically provide for monthly service level commitments.

If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications as a result of the foregoing or otherwise, we may be contractually obligated to issue service credits or refunds to customers for prepaid and unused subscription services, our customers may make warranty or other claims against us, or we could face contract terminations, which would adversely affect our attrition rates.

Any extended service outages could result in customer losses and adversely affect our reputation, business, and operating results.

While we control and have access to our servers and all of the components of our network that are located in these data centers, we do not control certain aspects of these facilities, including their operation and security.

The owners of these data center facilities have limited or no obligation to renew their agreements with us on commercially reasonable terms, or at all.

If we are unable to renew these agreements on commercially reasonable terms, or if any of these data center operators are acquired, cease to do business, or stop providing contracted services, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and experience possible service interruptions in connection with doing so.

In addition, we rely upon third-party hosted infrastructure partners globally, including Amazon Web Services (“AWS”), Google LLC, and Microsoft Corporation, to serve customers and operate certain aspects of our services.

Additionally, if these data center operators or hosted infrastructure partners are unable to keep up with our needs for capacity, this could have an adverse effect on our business.

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.

It is especially difficult to predict the impact 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 such events, and the effectiveness of those actions.

As a result of 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 in the long term.

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

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 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.

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

Identifying and recruiting qualified personnel and training them in our sales methodology, our sales systems, and the use of our software requires significant time, expense, and attention.

Many of the companies with which we compete for experienced personnel have greater resources than we have and may offer more lucrative compensation packages than we offer.

Our business may be adversely affected if we are unable to retain our highly skilled employees, especially our senior sales executives.

Job candidates and existing employees carefully consider the value of the equity awards they receive in connection with their employment.

If the perceived or actual value of our equity awards declines, or if the mix of equity and cash compensation that we offer is not sufficiently attractive, it may adversely affect our ability to recruit and retain highly skilled employees.

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

A key element of our growth strategy is to further develop our worldwide customer base.

Foreign regulations, including privacy, data localization, and import/export regulations, are subject to change and uncertainty, including as a result of geopolitical developments, which may be amplified by macroeconomic conditions, including recession, or events such as the Russia-Ukraine conflict and the COVID-19 pandemic.

*The following discussion of our financial condition and results of operations covers fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of fiscal [removed: 2021] [added: 2022] items and year-over-year comparisons between fiscal [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] that was filed with the SEC on February [removed: 28, 2022.*][added: 27, 2023.*]

We have achieved significant growth since our inception in [removed: 2005, with a substantial amount of our growth coming from new customers.][added: 2005.]

Our current financial focus is on growing our [removed: revenues] [added: revenues, operating margin,] and [added: operating cash flows, and] expanding both our customer base and our footprint within our existing customers.

While we have a history of GAAP operating [removed: losses,] [added: losses prior to fiscal 2024,] we strive to invest in a disciplined manner across all of our functional areas to sustain continued near-term revenue growth and support our long-term initiatives.

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

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

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

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

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

Recent macroeconomic events including higher [removed: inflation, the U.S. Federal Reserve raising] [added: inflation and] interest rates, [added: as well as geopolitical factors including] the [removed: COVID-19 pandemic,] [added: Russia-Ukraine] and [removed: the Russian invasion of Ukraine] [added: Israel-Hamas conflicts,] have negatively impacted the global [removed: economy, disrupted global supply chains,] [added: economy] and created [removed: significant] [added: continued] uncertainty, volatility, and disruption of financial markets.

Despite [removed: the continuing uncertainty associated with these events,] [added: this,] we are confident in the long-term overall health of our business, the strength of our product offerings, and our ability to continue to execute on our strategy and help our customers on their [removed: HR] [added: human capital] and finance digital transformation journeys.

Demand for our products remains strong, [removed: and] we continue to achieve solid new subscription [removed: bookings.][added: bookings, and our near-term revenues are relatively predictable as a result of our subscription-based business model.]

We have experienced, and may continue to experience, the lengthening of certain sales [removed: cycles,] [added: cycles and moderation of revenue growth rates,] particularly within net new [removed: opportunities.][added: opportunities, and have provided certain customers with more flexible payment terms.]

If the economic uncertainty continues, we may also experience a negative impact on customer renewals, [added: customer collections,] sales and marketing efforts, [removed: revenue growth rates,] customer deployments, [removed: customer collections,] product development, or other financial metrics.

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Subscription services revenues | | | $ | [removed: 5,567,206] [added: 6,603] | | | | | $ | [removed: 4,546,313] [added: 5,567] | | | | | [removed: 22] [added: 19] | | % |

| GAAP operating income (loss) | | | $ | [removed: (222,200)] [added: 183] | | | | | $ | [removed: (116,450)] [added: (222)] | | | | | [removed: 91] [added: 182] | | % |

| Non-GAAP operating income (1) | | | $ | [removed: 1,209,636] [added: 1,740] | | | | | $ | [removed: 1,149,704] [added: 1,210] | | | | | [removed: 5] [added: 44] | | % |

| GAAP operating margin | | | [removed: (3.6)] [added: 2.5] | | % | | | | [removed: (2.3)] [added: (3.6)] | | % | | | | [removed: (130 bps)] [added: 610 bps] | | |

| Non-GAAP operating margin (1) | | | [removed: 19.5] [added: 24.0] | | % | | | | [removed: 22.4] [added: 19.5] | | % | | | | [removed: (290 bps)] [added: 450 bps] | | |

| Operating cash flows | | | $ | [removed: 1,657,195] [added: 2,149] | | | | | $ | [removed: 1,650,704] [added: 1,657] | | | | | [removed: 0] [added: 30] | | % |

| Total subscription revenue backlog | | | $ | [removed: 16,448,155] [added: 20,924] | | | | | $ | [removed: 12,806,855] [added: 16,448] | | | | | [removed: 28] [added: 27] | | % |

| 24-month subscription revenue backlog | | | $ | [removed: 9,677,373] [added: 11,656] | | | | | $ | [removed: 7,975,554] [added: 9,677] | | | | | [removed: 21] [added: 20] | | % |

| Cash, cash equivalents, and marketable securities | | | $ | [removed: 6,121,394] [added: 7,813] | | | | | $ | [removed: 3,644,161] [added: 6,121] | | | | | [removed: 68] [added: 28] | | % |

| Headcount | | | [removed: 17,744] [added: 18,824] | | | | | | [removed: 15,204] [added: 17,744] | | | | | | [removed: 17] [added: 6] | | % |

Subscription services revenues accounted for approximately [removed: 90%] [added: 91%] of our total revenues during fiscal [removed: 2023,] [added: 2024,] and represented [removed: 96%] [added: 97%] of our total unearned revenue as of January 31, [removed: 2023.][added: 2024.]

We generally invoice our customers annually in [removed: advance.][added: advance for subscription services.]

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

As the Workday-related consulting practices of our partner firms [removed: continues] [added: continue] to develop, we expect these partners to increasingly contract directly with our subscription [removed: customers.][added: customers for services engagements.]

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

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

Our total revenues for fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] were as follows (in [removed: thousands):][added: millions):]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Subscription services | | | $ | [removed: 5,567,206] [added: 6,603] | | | | | $ | [removed: 4,546,313] [added: 5,567] | | | | | $ | [removed: 3,788,452] [added: 4,546] | |

Total revenues were [removed: $6.2] [added: $7.3] billion for fiscal [removed: 2023,] [added: 2024,] compared to [removed: $5.1] [added: $6.2] billion for fiscal [removed: 2022,] [added: 2023,] an increase of [removed: $1.1] [added: $1.0] billion, or [removed: 21%.][added: 17%.]

Subscription services revenues were [removed: $5.6] [added: $6.6] billion for fiscal [removed: 2023,] [added: 2024,] compared to [removed: $4.5] [added: $5.6] billion for fiscal [removed: 2022,] [added: 2023,] an increase of $1.0 billion, or [removed: 22%.][added: 19%.]

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

Professional services revenues were [removed: $649] [added: $656] million for fiscal [removed: 2023,] [added: 2024,] compared to [removed: $592] [added: $649] million for fiscal [removed: 2022,] [added: 2023,] an increase of [removed: $56] [added: $7] million, or [removed: 9%.][added: 1%.]

| Total revenues | | | $ | 7,259 | | | | | $ | 6,216 | | | | | 17 | | % |

| Free cash flows (1) | | | $ | 1,917 | | | | | $ | 1,293 | | | | | 48 | | % |

| 12-month subscription revenue backlog | | | $ | 6,623 | | | | | $ | 5,512 | | | | | 20 | | % |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

We may provide certain customers flexible payment terms and the timing of revenue recognition may differ from the timing of invoicing to our customers.

We generally invoice our customers in arrears for our professional services.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| Professional services | | | 656 | | | | | | 649 | | | | | | 593 | | |

| Total revenues | | | $ | 7,259 | | | | | $ | 6,216 | | | | | $ | 5,139 | |

Professional services revenues remained relatively consistent as we continued to leverage our service partners to contract directly with our subscription customers for services engagements.

Costs and Expenses

Our costs and expenses for fiscal 2024, 2023, and 2022, were as follows (in millions):

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Costs of subscription services | | | $ | 1,031 | | | | | $ | 1,011 | | | | | $ | 796 | |

| Costs of professional services | | | 740 | | | | | | 704 | | | | | | 632 | | |

| Product development | | | 2,464 | | | | | | 2,271 | | | | | | 1,879 | | |

| Sales and marketing | | | 2,139 | | | | | | 1,848 | | | | | | 1,462 | | |

| General and administrative | | | 702 | | | | | | 604 | | | | | | 486 | | |

| Total costs and expenses | | | $ | 7,076 | | | | | $ | 6,438 | | | | | $ | 5,255 | |

Total costs and expenses were $7.1 billion for fiscal 2024, compared to $6.4 billion for fiscal 2023, an increase of $638 million, or 10%.

The increase in employee-related expenses was mainly driven by higher headcount, partially offset by a $40 million impact from a workforce realignment that occurred in fiscal 2023 and a $28 million impact from a change in the vesting dates of all unvested restricted stock units (“RSU”) from the 15th to the 5th of each month (“vest date change”) in fiscal 2023.

Additional increases in total costs and expenses included $66 million in third-party expenses for hardware maintenance and data center capacity, $56 million in facilities and IT-related expenses, $54 million related to marketing programs, and $38 million in travel expenses, offset by a decrease of $93 million in depreciation expense due to a change in the estimated useful lives of our data center equipment from 3 years to 5 years, effective beginning fiscal 2024 (“change in useful lives of data center equipment”).

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

*Share-based compensation*

Costs and expenses include share-based compensation expenses as follows (in millions):

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

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

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Costs of subscription services | | | $ | 120 | | | | | $ | 106 | | | | | $ | 86 | |

| Costs of professional services | | | 116 | | | | | | 111 | | | | | | 113 | | |

| Product development | | | 653 | | | | | | 619 | | | | | | 543 | | |

| Sales and marketing | | | 282 | | | | | | 249 | | | | | | 216 | | |

| General and administrative | | | 245 | | | | | | 210 | | | | | | 154 | | |

| Total share-based compensation expenses | | | $ | 1,416 | | | | | $ | 1,295 | | | | | $ | 1,112 | |

| Percentage of total revenues | | | 19.5 | | % | | | | 20.8 | | % | | | | 21.6 | | % |

Share-based compensation expenses increased by $121 million during fiscal 2024, primarily due to additional grants to new and existing employees, partially offset by the $28 million impact of the vest date change in fiscal 2023.

Share-based compensation expenses increased by $183 million during fiscal 2023, primarily due to additional grants to new and existing employees, and an acceleration of $28 million of expense related to the vest date change in fiscal 2023.

Equity compensation is an important element of our compensation philosophy.

While we expect share-based compensation expense to grow in absolute dollars as we expand our global workforce, we expect it to continue to decline as a percentage of total revenues.

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.

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

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

| Total revenues | | | $ | 6,215,818 | | | | | $ | 5,138,798 | | | | | 21 | | % |

(1)See “Non-GAAP Financial Measures” below for further information.

Amounts that have been invoiced are initially recorded as unearned revenue.

| Professional services | | | 648,612 | | | | | | 592,485 | | | | | | 529,544 | | |

| Total revenues | | | $ | 6,215,818 | | | | | $ | 5,138,798 | | | | | $ | 4,317,996 | |

The increase in professional services revenues was primarily due to Workday performing deployment and integration services for higher valued contracts.

Operating Expenses

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 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.

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

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

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

| 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 | |

| Costs of subscription services | | | $ | 795,854 | | | | | $ | (85,713) | | | | | $ | (54,551) | | | | | $ | 655,590 | |

| Costs of professional services | | | 632,241 | | | | | | (113,443) | | | | | | (11,181) | | | | | | 507,617 | | |

| Product development | | | 1,879,220 | | | | | | (543,135) | | | | | | (32,935) | | | | | | 1,303,150 | | |

| Sales and marketing | | | 1,461,921 | | | | | | (215,692) | | | | | | (47,457) | | | | | | 1,198,772 | | |

| General and administrative | | | 486,012 | | | | | | (154,422) | | | | | | (7,625) | | | | | | 323,965 | | |

| Total costs and expenses | | | $ | 5,255,248 | | | | | $ | (1,112,405) | | | | | $ | (153,749) | | | | | $ | 3,989,094 | |

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

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

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

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

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

As of January 31, [removed: 2023,] [added: 2024,] our most significant currency exposures were the euro, British pound, Canadian dollar, and Australian dollar.

For further information, see [Note 10, Derivative [removed: Instruments](#i627048a875d54f79b7e232c1ccadb81d_436),] [added: Instruments](#i700e18e73063418aa4bbd180138d1e03_439),] 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: $6.1] [added: $7.8] billion and [removed: $3.6] [added: $6.1] billion as of January 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] respectively.

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

For further information, see [Note 11, [removed: Debt](#i627048a875d54f79b7e232c1ccadb81d_439),] [added: Debt](#i700e18e73063418aa4bbd180138d1e03_442),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

An immediate increase or decrease of 100 basis points in interest rates would have resulted in an approximately $57 million market value reduction or increase in our investment portfolio as of January 31, 2024.

Workday provides more than 10,000 organizations with [removed: software-as-a-service] [added: AI-powered cloud] 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 strive to make the world of work and business better, and hope to empower customers to do the same through an innovative suite of solutions [removed: adopted] [added: licensed] by [removed: thousands of organizations] [added: more than 65 million users] around the world and across industries – from medium-sized businesses to more than 50% of the [removed: *Fortune*] [added: Fortune] 500.

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

We believe that having happy employees leads to happy customers, and we are committed to helping our customers [removed: drive their digital transformations] [added: adapt and thrive] in this increasingly dynamic business environment.

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

As a result, [removed: our] [added: Workday] AI [removed: and ML technology] helps deliver better employee experiences, [added: increase productivity,] improve operational efficiencies, and provide insights for faster, data-driven decision-making.

We sell our solutions worldwide primarily through direct [removed: sales.][added: sales through our field sales teams.]

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

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

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

Financial Management: Solutions for the Office of the [removed: CFO][added: Chief Financial Officer (“CFO”)]

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

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

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

Workday offers a set of [removed: cloud] [added: cloud-based] spend management solutions that help organizations streamline supplier selection and contracts, manage indirect spend, and build and execute sourcing events, such as requests for proposals.

Human Capital Management: Solutions for the Office of the [removed: CHRO][added: Chief Human Resources Officer (“CHRO”)]

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

For example, [added: Workday Skills Cloud, one of] our [removed: skills technology, built on an] [added: most widely-adopted] AI [removed: and ML foundation,] [added: use cases,] helps organizations make the important shift to a skills-first approach, helping them prepare today for the jobs of tomorrow.

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

Workday [removed: leverages] AI [removed: and ML to assist] [added: assists] in creating forecasts that incorporate historical and third-party data, [removed: like] [added: such as] economic data and labor statistics.

Analytics and Benchmarking and Workday Cloud Platform: Solutions for the Offices of the [removed: CIO,] [added: Chief Information Officer (“CIO”),] CFO, and CHRO

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

Workday’s applications serve industries such as [added: financial services,] healthcare, higher education, [added: state] and [added: local government, and] professional services.

Our Chief People Officer and [removed: Co-CEOs] [added: CEO] regularly update our Board of Directors and Compensation Committee on human capital matters and seek their input on subjects such as succession planning, executive compensation, and our company-wide equity programs.

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

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

[removed: To] [added: As a part of our ongoing commitment to VIBE, we] track progress and plan for the [removed: future, we use] [added: future by using our] internally developed [added: B&D] products [added: and solutions] to [removed: bring] [added: assess equity and analyze] diversity- and inclusion-related data [removed: into one centralized location and set] [added: that informs] our [removed: B&D] [added: VIBE] strategy.

[removed: 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: 2023,] [added: 2024,] women represented 42% of our global employees and [removed: 37%] [added: 38%] 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) represented 14% of our U.S. employees and 10% of our leadership positions in the U.S. [added: We remain focused on increasing gender equity and representation globally, and continuing efforts to support our underrepresented communities.]

Using [removed: machine learning,] [added: Workday AI,] 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.

In fiscal [removed: 2023,] [added: 2024,] we had a 100% completion rate for our annual Code of Conduct training.

Buoyed by the opportunities offered by our own technology, our talent philosophy puts employees at the center of their own career and performance [removed: journey.][added: journey by providing them the tools and framework to further their careers.]

Our talent and performance dashboard [removed: includes a summary of an employee’s five factors and] provides a snapshot view of performance-related tasks, with a visual summary of goals, feedback, and growth opportunities.

At Workday, we take a holistic approach to our employees’ [added: health and] wellbeing and have created [removed: wellbeing] programs that focus on four core [removed: pillars: happiness, health, movement,] [added: dimensions: Physical; Mental] and [removed: nutrition.][added: Emotional; Financial; and Social and Flex.]

These programs go beyond traditional medical benefits and wellness offerings and allow employees to focus on their [removed: chosen] [added: personal] wellness goals as well as their mental health.

[removed: In fiscal 2023, we transitioned to a] [added: Our] hybrid work model [removed: to provide] [added: provides] 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 [removed: $300 equipment] stipend to enable them to have a comfortable work-from-home environment.

These included tools and resources related to sleep, healthy eating, and mindfulness, as well as enhancements to our Employee Assistance Program to, among other things, facilitate [added: timely] access to [added: culturally responsive] mental health [removed: services.][added: support for employees and their family members.]

In support of our efforts to give back to the communities where we live and [removed: work,] [added: work and to further] our [added: culture, our] employees donate time and expertise as mentors and volunteers to help close the skills gap.

Additionally, we offer extensive customer training opportunities and a professional services ecosystem of experienced Workday consultants and system integrators to help customers [removed: not only] achieve a timely adoption of Workday [removed: but continue] [added: and enable them] to [removed: get] [added: enhance the] value [removed: out] of our applications over the life of their subscription.

The Workday Field Sales team is aligned by geography, industry, and/or [removed: prospect] [added: customer] size.

Workday is a leading enterprise platform that helps organizations manage their most important assets – their people and money.

Workday’s Artificial Intelligence (“Workday AI”) is built into our platform, allowing us to rapidly deliver and sustain models that can solve countless business problems.

Through this model, Workday customers are able to deliver and adopt innovations quickly and adapt at a time that fits their business needs.

In fiscal 2024, we announced the new Workday AI Marketplace to help our customers easily find and deploy certified artificial intelligence (“AI”) and machine learning (“ML”) partner solutions to propel their businesses into the future.

In addition, we announced several new generative AI capabilities that are expected to be available to our customers in fiscal 2025, including capabilities that will help customers generate job descriptions in minutes and analyze and correct contracts for more accurate revenue recognition.

Workday AI Gateway will enable developers to develop customized applications by providing access to Workday AI and ML services.

Workday’s suite of enterprise cloud applications addresses the evolving needs of the C-suite across various industries and are designed to be open, extensible, and configurable, allowing integration with other applications and the ability for users to build their own custom applications.

Additionally, Workday offers an expense management solution that provides users with flexible ways to submit and approve expenses, while providing leaders the ability to set controls and analyze spend.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

Workday also enables its partner ecosystem to build industry-specific solutions.

With Workday Extend, customers and their developers can build custom applications that can accommodate their unique industry business needs, complete with the same experience, security model, and reliability of the native applications offered by Workday.

Our architecture enables us to deploy our solutions rapidly to meet evolving business needs.

We also manage a portfolio of strategic investments through Workday Ventures, our strategic investment arm.

We invest primarily in enterprise cloud technology companies that we believe are digitally transforming their industries, improving customer experiences, helping us expand our solution ecosystem or supporting other corporate initiatives.

We plan to continue making these types of strategic investments as opportunities arise that we find attractive.

As of January 31, 2024, our global workforce consisted of approximately 18,800 employees in 32 countries, of which approximately 65% were located in the U.S. and 35% were located internationally.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

Our 12 Employee Belonging Councils (“EBCs”) play an integral role in fostering a culture of VIBE.

Our EBCs, including Black @ Workday, Military and Veterans, and Workday for People with Disabilities, among others, provide a designated space for members and allies to advance inclusive business initiatives, enable professional development, promote connections, and bring greater visibility to diverse talent, as well as engage in community outreach activities.

Since we introduced Workday Peakon Employee Voice in fiscal 2022, employees have provided over 486,000 confidential comments on the platform through weekly surveys and 95% of our employees have taken part in at least one survey, which reflects strong engagement by our employees.

We have done this by establishing a clear philosophy and set of expectations.

Every Workmate receives enablement on our performance and growth philosophy, what’s expected of them, and how to leverage these practices to ensure their own personal success and career growth at Workday.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

We also segment our sales teams into two distinct groups: those focused on landing new customer relationships, and those focused on expanding our relationship within our existing customers.

As our customers realize the benefits of our entire suite of service offerings, we aim to upgrade the customers’ experience with new products and features, and gain additional subscriptions by targeting new functional areas and business units.

Additionally, by extending our go-to-market capabilities globally, we aim to grow our business by selling to new customers in new regions.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

Partner Ecosystem

These relationships include independent software vendors, technology partners, and system integrators, who help deliver technology solutions and expertise to support our joint customers, as well as less traditional partners such as benefits brokers, who help introduce our solutions to their customers.

Our growing ecosystem of partners helps accelerate our customers’ digital transformation initiatives.

The Workday Marketplace allows customers to find solutions built on Workday’s platform that meet their specific needs, including trusted solutions from Workday-certified partners.

We have also expanded existing relationships with Automatic Data Processing, Inc. (“ADP”) and Alight to enable a more streamlined experience for payroll administrators and with Amazon Web Services, Inc. (“AWS”) and Google Cloud to accelerate innovation and time to value for our customers.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

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

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.

Through this model, Workday customers are able to stay current as one Workday community all on the same version of software that features a unified data and security model and rich user experience.

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

We engage in 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 technology.

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

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

Moreover, with Workday’s solutions, professional services organizations can optimize and manage their client-facing projects.

As of January 31, 2023, our global workforce consisted of approximately 17,700 employees in 32 countries.

We have made significant progress towards our ongoing company commitments to B&D.

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.

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.

A fundamental tenet of this approach is the belief that we should provide employees with the tools and framework to enable their careers, putting them in the driver’s seat.

Our talent philosophy is centered on five factors that fuel employee success: enable contribution, grow capabilities, empower career, deepen connections, and align compensation and recognition.

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

Corporate Information

We were incorporated in March 2005 in Nevada, and in June 2012, we reincorporated in Delaware.

Our principal executive offices are located at 6110 Stoneridge Mall Road, Pleasanton, California 94588, and our telephone number is (877) WORKDAY.

Our website address is www.workday.com.

The information on, or that can be accessed through, our website is not part of this report.

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

For the fiscal year ended January 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting stock of the registrant as of July [removed: 29, 2022] [added: 31, 2023] (based on a closing price of [removed: $155.10] [added: $237.13] per share) held by non-affiliates was approximately [removed: $31.0] [added: $49.0] billion.

As of [removed: February 23, 2023,] [added: March 6, 2024,] there were approximately [removed: 204] [added: 211] million shares of the registrant’s Class A common stock, net of treasury stock, and [removed: 55] [added: 53] million shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

| Item 1. | | | [removed: [Business](#i627048a875d54f79b7e232c1ccadb81d_13)] [added: [Business](#i700e18e73063418aa4bbd180138d1e03_13)] | | | [removed: [1](#i627048a875d54f79b7e232c1ccadb81d_13)] [added: [1](#i700e18e73063418aa4bbd180138d1e03_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i627048a875d54f79b7e232c1ccadb81d_52)] [added: Factors](#i700e18e73063418aa4bbd180138d1e03_52)] | | | [removed: [8](#i627048a875d54f79b7e232c1ccadb81d_52)] [added: [8](#i700e18e73063418aa4bbd180138d1e03_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i627048a875d54f79b7e232c1ccadb81d_190)] [added: Comments](#i700e18e73063418aa4bbd180138d1e03_187)] | | | [removed: [32](#i627048a875d54f79b7e232c1ccadb81d_190)] [added: [28](#i700e18e73063418aa4bbd180138d1e03_187)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i627048a875d54f79b7e232c1ccadb81d_196)] [added: Proceedings](#i700e18e73063418aa4bbd180138d1e03_193)] | | | [removed: [32](#i627048a875d54f79b7e232c1ccadb81d_196)] [added: [30](#i700e18e73063418aa4bbd180138d1e03_193)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i627048a875d54f79b7e232c1ccadb81d_199)] [added: Disclosures](#i700e18e73063418aa4bbd180138d1e03_196)] | | | [removed: [32](#i627048a875d54f79b7e232c1ccadb81d_199)] [added: [30](#i700e18e73063418aa4bbd180138d1e03_196)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i627048a875d54f79b7e232c1ccadb81d_205)] [added: Securities](#i700e18e73063418aa4bbd180138d1e03_202)] | | | [removed: [33](#i627048a875d54f79b7e232c1ccadb81d_205)] [added: [31](#i700e18e73063418aa4bbd180138d1e03_202)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i627048a875d54f79b7e232c1ccadb81d_229)] [added: Operations](#i700e18e73063418aa4bbd180138d1e03_226)] | | | [removed: [36](#i627048a875d54f79b7e232c1ccadb81d_229)] [added: [34](#i700e18e73063418aa4bbd180138d1e03_226)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i627048a875d54f79b7e232c1ccadb81d_292)] [added: Risk](#i700e18e73063418aa4bbd180138d1e03_292)] | | | [removed: [48](#i627048a875d54f79b7e232c1ccadb81d_292)] [added: [47](#i700e18e73063418aa4bbd180138d1e03_292)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i627048a875d54f79b7e232c1ccadb81d_295)] [added: Data](#i700e18e73063418aa4bbd180138d1e03_295)] | | | [removed: [49](#i627048a875d54f79b7e232c1ccadb81d_295)] [added: [48](#i700e18e73063418aa4bbd180138d1e03_295)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i627048a875d54f79b7e232c1ccadb81d_484)] [added: Disclosure](#i700e18e73063418aa4bbd180138d1e03_487)] | | | [removed: [87](#i627048a875d54f79b7e232c1ccadb81d_484)] [added: [86](#i700e18e73063418aa4bbd180138d1e03_487)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i627048a875d54f79b7e232c1ccadb81d_487)] [added: Procedures](#i700e18e73063418aa4bbd180138d1e03_490)] | | | [removed: [87](#i627048a875d54f79b7e232c1ccadb81d_487)] [added: [86](#i700e18e73063418aa4bbd180138d1e03_490)] | | |

| Item 9B. | | | [Other [removed: Information](#i627048a875d54f79b7e232c1ccadb81d_490)] [added: Information](#i700e18e73063418aa4bbd180138d1e03_493)] | | | [removed: [87](#i627048a875d54f79b7e232c1ccadb81d_490)] [added: [87](#i700e18e73063418aa4bbd180138d1e03_493)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i627048a875d54f79b7e232c1ccadb81d_493)] [added: Inspections](#i700e18e73063418aa4bbd180138d1e03_496)] | | | [removed: [88](#i627048a875d54f79b7e232c1ccadb81d_493)] [added: [87](#i700e18e73063418aa4bbd180138d1e03_496)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i627048a875d54f79b7e232c1ccadb81d_499)] [added: Governance](#i700e18e73063418aa4bbd180138d1e03_502)] | | | [removed: [89](#i627048a875d54f79b7e232c1ccadb81d_499)] [added: [88](#i700e18e73063418aa4bbd180138d1e03_502)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i627048a875d54f79b7e232c1ccadb81d_502)] [added: Compensation](#i700e18e73063418aa4bbd180138d1e03_505)] | | | [removed: [89](#i627048a875d54f79b7e232c1ccadb81d_502)] [added: [88](#i700e18e73063418aa4bbd180138d1e03_505)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i627048a875d54f79b7e232c1ccadb81d_505)] [added: Matters](#i700e18e73063418aa4bbd180138d1e03_508)] | | | [removed: [89](#i627048a875d54f79b7e232c1ccadb81d_505)] [added: [88](#i700e18e73063418aa4bbd180138d1e03_508)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i627048a875d54f79b7e232c1ccadb81d_508)] [added: Independence](#i700e18e73063418aa4bbd180138d1e03_511)] | | | [removed: [89](#i627048a875d54f79b7e232c1ccadb81d_508)] [added: [88](#i700e18e73063418aa4bbd180138d1e03_511)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i627048a875d54f79b7e232c1ccadb81d_511)] [added: Services](#i700e18e73063418aa4bbd180138d1e03_514)] | | | [removed: [89](#i627048a875d54f79b7e232c1ccadb81d_511)] [added: [88](#i700e18e73063418aa4bbd180138d1e03_514)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i627048a875d54f79b7e232c1ccadb81d_517)] [added: Schedules](#i700e18e73063418aa4bbd180138d1e03_520)] | | | [removed: [90](#i627048a875d54f79b7e232c1ccadb81d_517)] [added: [89](#i700e18e73063418aa4bbd180138d1e03_520)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i627048a875d54f79b7e232c1ccadb81d_520)] [added: Summary](#i700e18e73063418aa4bbd180138d1e03_523)] | | | [removed: [93](#i627048a875d54f79b7e232c1ccadb81d_520)] [added: [92](#i700e18e73063418aa4bbd180138d1e03_523)] | | |

References to fiscal [removed: 2023,] [added: 2024,] for example, refer to the year ended January 31, [removed: 2023*.][added: 2024*.]

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, [removed: including] [added: such as] those arising from the impact of recent macroeconomic events, [added: including] inflation, [added: increased interest rates,] and [removed: the coronavirus (“COVID-19”) pandemic,] [added: geopolitical factors,] as well as those described in the* “*Risk Factors*” *section, which we encourage you to read carefully.

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| Item 1C. | | | [Cybersecurity](#i700e18e73063418aa4bbd180138d1e03_4029) | | | [28](#i700e18e73063418aa4bbd180138d1e03_4029) | | |

| Item 2. | | | [Properties](#i700e18e73063418aa4bbd180138d1e03_190) | | | [30](#i700e18e73063418aa4bbd180138d1e03_190) | | |

| Item 6. | | | [\[Reserved\]](#i700e18e73063418aa4bbd180138d1e03_223) | | | [33](#i700e18e73063418aa4bbd180138d1e03_223) | | |

| | | | [Signatures](#i700e18e73063418aa4bbd180138d1e03_526) | | | [93](#i700e18e73063418aa4bbd180138d1e03_526) | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| Item 2. | | | [Properties](#i627048a875d54f79b7e232c1ccadb81d_193) | | | [32](#i627048a875d54f79b7e232c1ccadb81d_193) | | |

| Item 6. | | | [\[](#i627048a875d54f79b7e232c1ccadb81d_226)[Reserved](#i627048a875d54f79b7e232c1ccadb81d_226)[\]](#i627048a875d54f79b7e232c1ccadb81d_226) | | | [35](#i627048a875d54f79b7e232c1ccadb81d_226) | | |

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

Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats.

These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; and reputational risks.

Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall risk assessment process, covering all company risks.

As part of this process appropriate disclosure personnel will collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.

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We have implemented a variety of cybersecurity processes, technologies, and controls to aid in our efforts to identify, assess and manage such material risks.

Our approach includes: (1) an enterprise risk management program, which includes cybersecurity risks and is periodically refreshed; (2) security and privacy reviews designed to identify risks from many new features, software, and vendors; (3) a vulnerability management program designed to identify hardware and software vulnerabilities; (4) a variety of tools designed to monitor our networks, systems and data for suspicious activity; (5) an internal red team program, which simulates cyber threats, intended to allow us to fix vulnerabilities before threat actors identify them; (6) a threat intelligence program designed to model and research our adversaries; and (7) a variety of privacy, cybersecurity, and incident response trainings and simulations.

We leverage industry standard security frameworks, including from the National Institute for Standards in Technology (NIST), the International Organization for Standardization (ISO), and the American Institute of Certified Public Accountants (AICPA), to evaluate our security controls, which vary in maturity across the business and are processes we work to continually improve.

We also maintain a privacy and cybersecurity incident response program to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

Further, we conduct periodic tabletop exercises to test and fortify the controls of our cybersecurity incident response program.

The incident response team assesses the severity and priority of incidents on a rolling basis, with escalations of higher severity cybersecurity incidents provided to our management team.

If a cybersecurity incident is determined to be a potentially material cybersecurity incident, our disclosure controls and procedures define the steps to determine materiality and disclose such a material cybersecurity incident.

Our risk management approach is supplemented by external and internal enterprise risk management audits, which are designed to test the effectiveness of our security controls.

We conduct penetration testing on a periodic basis and have established an external bug bounty program to allow security researchers to help identify vulnerabilities in our systems before they mature into real-world cybersecurity threats.

We also maintain a vendor risk management program designed to identify and mitigate risks associated with third-party service providers, including those in our supply chain and those who have access to our customer or employee data or our systems.

This program includes pre-engagement diligence, contractual security and notification provisions, and ongoing monitoring, as appropriate.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition, or results of operations, under the headings “*We depend on data centers and other infrastructure operated by third parties, as well as internet availability, and any disruption in these operations could adversely affect our business and operating results*,” “*If we are unable to successfully integrate our applications with a variety of third-party technologies, our business and operating results could be adversely affected*,” and “*If our information technology systems are compromised or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, 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 liabilities*” included as part of our risk factor disclosures included in Item 1A of this report, which disclosures are incorporated by reference herein.

Governance

Our Board of Directors is actively involved in overseeing risks from cybersecurity threats.

At least once a year, the Board of Directors discusses our programs and policies related to cybersecurity and risk initiatives and considers them closely both from a risk management perspective and as part of Workday’s business strategy.

Additionally, the Board has delegated to our Audit Committee oversight of cybersecurity risks and processes to manage them.

Our Audit Committee is comprised entirely of independent directors who regularly evaluate cybersecurity risks.

The materials presented to our Board and Audit Committee include updates on our data security posture, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and certain cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.

The Board and Audit Committee generally receive materials, including a cybersecurity scorecard and other materials indicating current and emerging cybersecurity threat risks, and describing the company’s ability to mitigate those risks, and discuss such matters with our Chief Information Security Officer (“CISO”).

Material cybersecurity threat risks are also considered during separate Board and committee meeting discussions of important matters like enterprise risk management, operational budgeting, business continuity planning, and other relevant matters.

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Our CISO leads all aspects of our global cybersecurity program, including the identification, evaluation, and prioritization of security risks, as well as the company’s response to material security incidents.

Our CISO joined Workday in 2010 and has served as our CISO since April 2018.

Our CISO has more than 15 years of experience in cybersecurity and information technology risk management, including at a large public company and a recognized consulting firm.

He also has a degree in information systems management.

Our cybersecurity program is also supported by a cross-functional leadership team that contributes to our information security and privacy programs and practices, as well as identifies and mitigates security and privacy risks.

This team includes our CIO, our Chief Privacy Officer, and our Chief Legal Counsel.

This team contributes to the development of the company’s cybersecurity strategy and is periodically updated regarding evolving cybersecurity risks and the in-place responsive actions.

This team is also informed about the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described herein, including the operation of our incident response plan.

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As of [removed: February 23, 2023,] [added: March 6, 2024,] there were [removed: 23] [added: 17] stockholders of record of our Class A common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners, as well as [removed: 68] [added: 65] stockholders of record of our Class B common stock.

The chart assumes $100 was invested at the close of market on January 31, [removed: 2018,] [added: 2019,] 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.

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

[removed: ][added: ]

| Company/Index | | | | | | [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] | | | | | | [removed: 1/31/2023] [added: 1/31/2024] | | |

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, [removed: 2023] [added: 2024] (in [removed: thousands,] [added: millions,] except [added: number of shares which are reflected in thousands and] per share data):

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

(1)In November 2022, our Board of Directors authorized the [added: 2022 Share Repurchase Program, under which we may] repurchase [removed: of] up to $500 million of our outstanding shares of Class A common stock.

For further information, see [Note 14, Stockholders’ [removed: Equity](#i627048a875d54f79b7e232c1ccadb81d_454)] [added: Equity](#i700e18e73063418aa4bbd180138d1e03_457) and [Note 21, Subsequent Events](#i700e18e73063418aa4bbd180138d1e03_484),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 101.71 | | | | | $ | 125.34 | | | | | $ | 139.38 | | | | | $ | 99.94 | | | | | $ | 160.34 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 121.67 | | | | | | 142.63 | | | | | | 175.83 | | | | | | 161.36 | | | | | | 194.90 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 133.60 | | | | | | 176.27 | | | | | | 195.48 | | | | | | 158.36 | | | | | | 238.99 | | |

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

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

| November 1, 2023 - November 30, 2023 | | | 254 | | | | | | $ | 231.93 | | | | | 254 | | | | | | $ | 80 | |

| December 1, 2023 - December 31, 2023 | | | 204 | | | | | | 273.53 | | | | | | 204 | | | | | | 24 | | |

| January 1, 2024 - January 31, 2024 | | | 79 | | | | | | 273.43 | | | | | | 79 | | | | | | 2 | | |

| Total | | | 537 | | | | | | | | | | | | 537 | | | | | | | | |

As of January 31, 2024, we were authorized to purchase a remaining $2 million of our outstanding shares of Class A common stock under the 2022 Share Repurchase Program.

In February 2024, our Board of Directors authorized the 2024 Share Repurchase Program, under which we may repurchase up to an additional $500 million of our outstanding shares of Class A common stock.

| 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 | | |

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

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

| 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 | | | | | | | | |

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 [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i627048a875d54f79b7e232c1ccadb81d_298)] [added: Firm](#i700e18e73063418aa4bbd180138d1e03_298)] | | | (PCAOB ID: 42) | | | | | | [removed: [50](#i627048a875d54f79b7e232c1ccadb81d_298)] [added: [49](#i700e18e73063418aa4bbd180138d1e03_298)] | | |

| [Consolidated Balance [removed: Sheets](#i627048a875d54f79b7e232c1ccadb81d_304)] [added: Sheets](#i700e18e73063418aa4bbd180138d1e03_304)] | | | | | | | | | [removed: [53](#i627048a875d54f79b7e232c1ccadb81d_304)] [added: [52](#i700e18e73063418aa4bbd180138d1e03_304)] | | |

| [Consolidated Statements of [removed: Operations](#i627048a875d54f79b7e232c1ccadb81d_307)] [added: Operations](#i700e18e73063418aa4bbd180138d1e03_307)] | | | | | | | | | [removed: [54](#i627048a875d54f79b7e232c1ccadb81d_307)] [added: [53](#i700e18e73063418aa4bbd180138d1e03_307)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i627048a875d54f79b7e232c1ccadb81d_313)] [added: (Loss)](#i700e18e73063418aa4bbd180138d1e03_313)] | | | | | | | | | [removed: [55](#i627048a875d54f79b7e232c1ccadb81d_313)] [added: [54](#i700e18e73063418aa4bbd180138d1e03_313)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i627048a875d54f79b7e232c1ccadb81d_316)] [added: Equity](#i700e18e73063418aa4bbd180138d1e03_316)] | | | | | | | | | [removed: [56](#i627048a875d54f79b7e232c1ccadb81d_316)] [added: [55](#i700e18e73063418aa4bbd180138d1e03_316)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i627048a875d54f79b7e232c1ccadb81d_319)] [added: Flows](#i700e18e73063418aa4bbd180138d1e03_319)] | | | | | | | | | [removed: [57](#i627048a875d54f79b7e232c1ccadb81d_319)] [added: [56](#i700e18e73063418aa4bbd180138d1e03_319)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i627048a875d54f79b7e232c1ccadb81d_322)] [added: Statements](#i700e18e73063418aa4bbd180138d1e03_322)] | | | | | | | | | [removed: [59](#i627048a875d54f79b7e232c1ccadb81d_322)] [added: [58](#i700e18e73063418aa4bbd180138d1e03_322)] | | |

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

We have audited the accompanying consolidated balance sheets of Workday, Inc. (the Company) as of January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated [removed: February 27, 2023] [added: March 8, 2024] expressed an unqualified opinion thereon.

We have audited Workday, Inc.’s internal control over financial reporting as of January 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated [removed: February 27, 2023] [added: March 8, 2024] expressed an unqualified opinion thereon.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 1,886,311] [added: 2,012] | | | | | $ | [removed: 1,534,273] [added: 1,886] | | [added: | | | $ | 1,534 | |]

| Marketable securities | | | [removed: 4,235,083] [added: 5,801] | | | | | | [removed: 2,109,888] [added: 4,235] | | |

| Trade and other receivables, net of allowance for credit losses of [removed: $8,509] [added: $11] and [removed: $10,790,] [added: $9,] respectively | | | [removed: 1,570,086] [added: 1,639] | | | | | | [removed: 1,242,545] [added: 1,570] | | |

| Deferred costs | | | [removed: 191,054] [added: 232] | | | | | | [removed: 152,957] [added: 191] | | |

| Prepaid expenses and other current assets | | | [removed: 225,690] [added: 255] | | | | | | [removed: 174,402] [added: 226] | | |

| Total current assets | | | [removed: 8,108,224] [added: 9,939] | | | | | | [removed: 5,214,065] [added: 8,108] | | |

| Property and equipment, net | | | [removed: 1,201,254] [added: 1,234] | | | | | | [removed: 1,123,075] [added: 1,201] | | |

| Operating lease right-of-use assets | | | [removed: 249,278] [added: 289] | | | | | | [removed: 247,808] [added: 249] | | |

| Acquisition-related intangible assets, net | | | [removed: 305,465] [added: 233] | | | | | | [removed: 391,002] [added: 306] | | |

| Goodwill | | | [removed: 2,840,044] [added: 2,846] | | | | | | [removed: 2,840,044] [added: 2,840] | | |

| Total assets | | | $ | [removed: 13,486,238] [added: 16,452] | | | | | $ | [removed: 10,498,505] [added: 13,486] | |

| Accounts payable | | | [removed: $] [added: (72)] | [removed: 153,751] | | | | | [removed: $] [added: 86] | [removed: 55,487] | | [added: | | | 9 | | |]

| Accrued expenses and other current liabilities | | | [removed: 260,131] [added: 287] | | | | | | [removed: 195,590] [added: 260] | | |

| Unearned revenue | | | [removed: 3,559,393] [added: 4,057] | | | | | | [removed: 3,110,947] [added: 3,559] | | |

| Operating lease liabilities | | | [removed: 91,343] [added: 89] | | | | | | [removed: 80,503] [added: 91] | | |

| Total current liabilities | | | [removed: 4,628,166] [added: 5,055] | | | | | | [removed: 5,067,855] [added: 4,628] | | |

| Unearned revenue, noncurrent | | | [removed: 74,540] [added: 70] | | | | | | [removed: 71,533] [added: 75] | | |

| Operating lease liabilities, noncurrent | | | [removed: 181,799] [added: 227] | | | | | | [removed: 182,456] [added: 182] | | |

| Other liabilities | | | [removed: 40,231] [added: 38] | | | | | | [removed: 24,225] [added: 40] | | |

| Preferred stock, $0.001 par value; [removed: 10 million] [added: 10,000] shares authorized; no shares issued or outstanding [removed: as of January 31, 2023, and 2022] | | | — | | | | | | — | | |

| Class [removed: A] [added: B] common stock, $0.001 par value; [removed: 750 million] [added: 240,000] shares authorized; [removed: 204 million] [added: 53,188] and [removed: 196 million] [added: 54,637] shares issued and [removed: outstanding as of January 31, 2023, and 2022,] [added: outstanding,] respectively | | | [removed: 204] [added: —] | | | | | | [removed: 196] [added: —] | | |

| Class [removed: B] [added: A] common stock, $0.001 par value; [removed: 240 million] [added: 750,000] shares authorized; [removed: 55 million] [added: 213,676] and [removed: 55 million] [added: 204,507] shares [removed: issued and outstanding as of January 31, 2023,] [added: issued; 210,674] and [removed: 2022,] [added: 203,354 shares outstanding,] respectively | | | [removed: 55] [added: —] | | | | | | [removed: 55] [added: —] | | |

| Accumulated other comprehensive income (loss) | | | [removed: 53,051] [added: 21] | | | | | | [removed: 7,709] [added: 53] | | |

| [removed: Total] [added: Total] stockholders’ [removed: equity] [added: equity] | | | [removed: 5,585,568] [added: $] | [added: 8,082] | | | | | [removed: 4,535,082] [added: $] | [added: 5,585] | | [added: | | | $ | 4,535 | |]

| Total liabilities and stockholders’ equity | | | $ | [removed: 13,486,238] [added: 16,452] | | | | | $ | [removed: 10,498,505] [added: 13,486] | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

March 8, 2024

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| | | | 2024 | | | | | | 2023 | | |

| Deferred costs, noncurrent | | | 509 | | | | | | 421 | | |

| Other assets | | | 337 | | | | | | 348 | | |

| Accounts payable | | | $ | 78 | | | | | $ | 154 | |

| Accrued compensation | | | 544 | | | | | | 564 | | |

| Debt, noncurrent | | | 2,980 | | | | | | 2,976 | | |

| Total liabilities | | | 8,370 | | | | | | 7,901 | | |

| Additional paid-in capital | | | 10,400 | | | | | | 8,829 | | |

| Treasury stock, at cost; 3,002 and 1,153 shares held, respectively | | | (608) | | | | | | (185) | | |

| Accumulated deficit | | | (1,731) | | | | | | (3,112) | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

(in millions, except number of shares which are reflected in thousands and per share data)

| Professional services | | | 656 | | | | | | 649 | | | | | | 593 | | |

| Total revenues | | | 7,259 | | | | | | 6,216 | | | | | | 5,139 | | |

| Costs of subscription services | | | 1,031 | | | | | | 1,011 | | | | | | 796 | | |

| Costs of professional services | | | 740 | | | | | | 704 | | | | | | 632 | | |

| Product development | | | 2,464 | | | | | | 2,271 | | | | | | 1,879 | | |

| Sales and marketing | | | 2,139 | | | | | | 1,848 | | | | | | 1,462 | | |

| Net income (loss) | | | $ | 1,381 | | | | | $ | (367) | | | | | $ | 29 | |

| Costs of professional services | | | 116 | | | | | | 111 | | | | | | 113 | | |

| Product development | | | 653 | | | | | | 619 | | | | | | 543 | | |

| Sales and marketing | | | 282 | | | | | | 249 | | | | | | 216 | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

(in millions)

| Net income (loss) | | | $ | 1,381 | | | | | $ | (367) | | | | | $ | 29 | |

| Comprehensive income (loss) | | | $ | 1,349 | | | | | $ | (322) | | | | | $ | 92 | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

(in millions, except number of shares which are reflected in thousands)

| Balance, beginning of period | | | $ | 8,829 | | | | | $ | 7,284 | | | | | $ | 6,255 | |

| Share-based compensation | | | 1,416 | | | | | | 1,295 | | | | | | 1,101 | | |

| Balance, end of period | | | 10,400 | | | | | | 8,829 | | | | | | 7,284 | | |

| Balance, beginning of period | | | (3,112) | | | | | | (2,745) | | | | | | (2,910) | | |

| Net income (loss) | | | 1,381 | | | | | | (367) | | | | | | 29 | | |

| Balance, end of period | | | (1,731) | | | | | | (3,112) | | | | | | (2,745) | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

(in millions)

February 27, 2023

(in thousands, except share and par value data)

| Deferred costs, noncurrent | | | 420,988 | | | | | | 341,259 | | |

| Other assets | | | 360,985 | | | | | | 341,252 | | |

| Accrued compensation | | | 563,548 | | | | | | 402,885 | | |

| Debt, current | | | — | | | | | | 1,222,443 | | |

| Debt, noncurrent | | | 2,975,934 | | | | | | 617,354 | | |

| Total liabilities | | | 7,900,670 | | | | | | 5,963,423 | | |

| Additional paid-in capital | | | 8,828,639 | | | | | | 7,284,174 | | |

| Treasury stock, at cost; 1 million and 0.1 million shares as of January 31, 2023, and 2022, respectively | | | (185,047) | | | | | | (12,467) | | |

| Accumulated deficit | | | (3,111,334) | | | | | | (2,744,585) | | |

| Professional services | | | 648,612 | | | | | | 592,485 | | | | | | 529,544 | | |

| Total revenues | | | 6,215,818 | | | | | | 5,138,798 | | | | | | 4,317,996 | | |

| Costs of subscription services | | | 1,011,447 | | | | | | 795,854 | | | | | | 611,912 | | |

| Costs of professional services | | | 703,731 | | | | | | 632,241 | | | | | | 586,220 | | |

| Product development | | | 2,270,660 | | | | | | 1,879,220 | | | | | | 1,721,222 | | |

| Sales and marketing | | | 1,848,093 | | | | | | 1,461,921 | | | | | | 1,233,173 | | |

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

| Costs of professional services | | | 110,216 | | | | | | 113,443 | | | | | | 101,869 | | |

| Product development | | | 618,973 | | | | | | 543,135 | | | | | | 505,376 | | |

| Sales and marketing | | | 249,248 | | | | | | 215,692 | | | | | | 202,819 | | |

(in thousands)

| Comprehensive income (loss) | | | $ | (321,407) | | | | | $ | 92,052 | | | | | $ | (360,893) | |

| Balance, beginning of period | | | 7,284,174 | | | | | | 6,254,936 | | | | | | 5,090,187 | | |

| Share-based compensation | | | 1,294,622 | | | | | | 1,100,536 | | | | | | 1,003,726 | | |

| Settlement of warrants | | | — | | | | | | — | | | | | | (290,875) | | |

| Balance, end of period | | | 8,828,639 | | | | | | 7,284,174 | | | | | | 6,254,936 | | |

| Exercise of convertible senior notes hedges | | | (97,915) | | | | | | (83) | | | | | | (303,239) | | |

| Settlement of warrants | | | — | | | | | | — | | | | | | 290,855 | | |

| Balance, beginning of period | | | 7,709 | | | | | | (54,970) | | | | | | 23,492 | | |

| Balance, end of period | | | 53,051 | | | | | | 7,709 | | | | | | (54,970) | | |

| Balance, beginning of period | | | (2,744,585) | | | | | | (2,909,990) | | | | | | (2,627,359) | | |

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

| Balance, end of period | | | (3,111,334) | | | | | | (2,744,585) | | | | | | (2,909,990) | | |

| Settlement of convertible senior notes | | | 635 | | | | | | — | | | | | | 1,654 | | |

| Settlement of warrants | | | — | | | | | | — | | | | | | 1,587 | | |

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

| Depreciation and amortization | | | 364,357 | | | | | | 343,723 | | | | | | 293,657 | | |

| Share-based compensation expenses | | | 1,294,622 | | | | | | 1,100,584 | | | | | | 1,004,854 | | |

| Amortization of deferred costs | | | 174,611 | | | | | | 138,797 | | | | | | 112,647 | | |

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

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

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, [removed: 2023,] [added: 2024,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

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

Based on that evaluation, our principal executive [removed: officers] [added: officer] 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: 2023] [added: 2024] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

Insider Trading Arrangements

During the three months ended January 31, 2024, no directors and/or officers of Workday adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in item 408(a) of Regulation S-K intending to satisfy the affirmative defense of Rule 10b5-1(c).

None.

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

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

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

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

| [removed: 4.5] [added: 4.4] | | | | | | [2022 Indenture dated September 15, 2017 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex41.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Supplemental Indenture to the 2022 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312518000629/d489025dex44.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | January 2, 2018 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.7] [added: 4.6] | | | | | | [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 | | | | | | | | |

| [removed: 4.8] [added: 4.7] | | | | | | [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 | | | | | | | | |

| [removed: 4.9] [added: 4.8] | | | | | | [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 | | | | | | | | |

| [removed: 4.10] [added: 4.9] | | | | | | [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 | | | | | | | | |

| 10.5† | | | | | | [2022 Equity Incentive Plan forms of Award [removed: Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-5.htm)] [added: Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex105.htm)] | | | | | | [removed: S-8] | | | | | | [removed: 333-265766] | | | | | | [removed: June 22, 2022] | | | | | | [removed: 4.5] | | | | | | [added: X] | | |

| 10.7† | | | | | | [Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1327811/000110465922073488/tm2218018d1_ex4-7.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex107.htm)] | | | | | | [removed: S-8] | | | | | | [removed: 333-265766] | | | | | | [removed: June 22, 2022] | | | | | | [removed: 4.7] | | | | | | [added: X] | | |

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)]

| 10.10† | | | | | | [Workday, [removed: Inc. Change] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm) [Executive Severance and](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm) [Change] in Control [removed: Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781121000054/wday-4302021xex101.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-35680 | | | | | | [removed: May 26, 2021] [added: December 1, 2023] | | | | | | 10.1 | | | | | | | | |

| 10.11† | | | | | | [removed: [Offer Letter] [added: [Letter Agreement] between [removed: James J. Bozzini] [added: Carl Eschenbach] and the Registrant dated December [removed: 4, 2006](http://www.sec.gov/Archives/edgar/data/1327811/000119312514124249/d667142dex109.htm)] [added: 20, 2022](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1016.htm)] | | | | | | 10-K | | | | | | 001-35680 | | | | | | [removed: March 31, 2014] [added: February 27, 2023] | | | | | | [removed: 10.9] [added: 10.16] | | | | | | | | |

| [removed: 10.13†] [added: 10.12†] | | | | | | [Offer Letter between [removed: Luciano G. Fernandez] [added: Zane Rowe] and [removed: the Registrant] [added: Workday, Inc.] dated [removed: August 26, 2020](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000129/wday-7312020x101.htm)] [added: May 23, 2023](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000079/wday-05232023xex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-35680 | | | | | | [removed: August 28, 2020] [added: May 25, 2023] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.17†] [added: 10.15†] | | | | | | [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) | | | | | | [added: 10-K] | | | | | | [added: 001-35680] | | | | | | [added: February 27, 2023] | | | | | | [added: 10.17] | | | | | | [removed: X] | | |

| [removed: 10.18] [added: 10.16] | | | | | | [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: 10.19] [added: 10.17] | | | | | | [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: 10.20] [added: 10.18] | | | | | | [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: 10.21] [added: 10.19] | | | | | | [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: 10.22] [added: 10.20] | | | | | | [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: 10.23] [added: 10.21] | | | | | | [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: 10.24] [added: 10.22] | | | | | | [Credit Agreement, dated as of April 6, 2022, among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, and the other L/C Issuers and Lenders party thereto](https://www.sec.gov/Archives/edgar/data/1327811/000110465922043661/tm2212084d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 7, 2022 | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i627048a875d54f79b7e232c1ccadb81d_523)] [added: 10-K)](#i700e18e73063418aa4bbd180138d1e03_526)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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/1327811/000132781123000024/wday-01312023xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Periodic Report by Principal [removed: Executive] [added: Financial] Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: 31.3] [added: 32.2*] | | | | | | [Certification of [removed: Periodic Report by Principal] [added: Chief] Financial Officer [removed: under] [added: Pursuant to 18 U.S.C.] Section [removed: 302] [added: 1350, as adopted pursuant to Section 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex322.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/1327811/000132781123000024/wday-01312023xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.13† | | | | | | [Separation and Transition Services Agreement between Barbara Larson and Workday, Inc. dated May 24, 2023](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000079/wday-05232023xex102.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | May 25, 2023 | | | | | | 10.2 | | | | | | | | |

| 10.14† | | | | | | [Workday, Inc. Omnibus Bonus Plan](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000030/wday-03032023xex101.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | March 3, 2023 | | | | | | 10.1 | | | | | | | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| 97 | | | | | | [C](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex97.htm)[ompensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex97.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| 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 | | | | | | | | |

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

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

| 10.16† | | | | | | [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 December 20, 2022](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1016.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 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 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex323.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table [removed: of](#i627048a875d54f79b7e232c1ccadb81d_7) [Contents](#i627048a875d54f79b7e232c1ccadb81d_7)][added: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_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: 27th] [added: 8th] day of [removed: February, 2023.][added: March, 2024.]

| | | | [removed: Barbara Larson] [added: Zane Rowe] Chief Financial Officer (Principal Financial and Accounting Officer) | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Barbara Larson] [added: Zane Rowe] or Richard H.

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

| /s/ Carl M. Eschenbach | | | | | | [removed: Co-Chief] [added: Chief] Executive Officer | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| [removed: Barbara Larson] [added: Zane Rowe] | | | | | | *(Principal Financial and Accounting Officer)* | | | | | | | | |

| /s/ Thomas F. Bogan | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Ann-Marie Campbell | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Christa Davies | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Lynne M. Doughtie | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Wayne A.I. Frederick, M.D. | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Michael M. McNamara | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ George J. Still, Jr. | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| /s/ Jerry Yang | | | | | | Director | | | | | | [removed: February 27, 2023] [added: March 8, 2024] | | |

| | | | /s/ Zane Rowe | | |

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| /s/ Zane Rowe | | | | | | Chief Financial Officer | | | | | | March 8, 2024 | | |

| /s/ Aneel Bhusri | | | | | | Director | | | | | | March 8, 2024 | | |

| /s/ Mark J. Hawkins | | | | | | Director | | | | | | March 8, 2024 | | |

| | | | /s/ Barbara Larson | | |

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

| /s/ Aneel Bhusri | | | | | | Co-Chief Executive Officer | | | | | | February 27, 2023 | | |

| /s/ Barbara Larson | | | | | | Chief Financial Officer | | | | | | February 27, 2023 | | |

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

| /s/ Lee J. Styslinger III | | | | | | Director | | | | | | February 27, 2023 | | |

| Lee J. Styslinger III | | | | | | | | | | | | | | |