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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

17K characters. Original on sec.gov ·

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Consolidated Financial Statements

See Index to Consolidated Financial Statements at Item 8 herein.

2. Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.

3. Exhibits

Exhibit No.ExhibitIncorporated by ReferenceFiled Herewith
FormFile No.Filing DateExhibit No.
3.1Restated Certificate of Incorporation of the Registrant10-Q001-35680December 7, 20123.1
3.2Amended and Restated Bylaws of the Registrant8-K001-35680January 26, 20233.1
4.1Form of Registrant’s Class A common stock certificateS-1/A333-183640October 1, 20124.1
4.2Form of Registrant’s Class B common stock certificateS-8333-184395October 12, 20124.9
4.3Description of Securities10-K001-35680March 3, 20204.3
4.42022 Indenture dated September 15, 2017 between Workday, Inc. and Wells Fargo Bank, National Association8-K001-35680September 15, 20174.1
4.5Supplemental Indenture to the 2022 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association8-K001-35680January 2, 20184.4
4.6Indenture, dated as of April 1, 2022, between Workday and U.S. Bank Trust Company National Association, as trustee8-K001-35680April 1, 20224.1
4.7Form of 3.500% Note due 20278-K001-35680April 1, 20224.3
4.8Form of 3.700% Note due 20298-K001-35680April 1, 20224.4
4.9Form of 3.800% Note due 20328-K001-35680April 1, 20224.5
10.1Form of Indemnification AgreementS-1333-183640August 30, 201210.1
10.2†2012 Equity Incentive Plan, as amendedDEF 14A001-35680April 27, 2018Annex A
10.3†2012 Equity Incentive Plan forms of Award Agreements, as amended10-K001-35680March 3, 202010.4
10.4†2022 Equity Incentive PlanS-8333-265766June 22, 20224.4
10.5†2022 Equity Incentive Plan forms of Award AgreementsX
10.6†Amended and Restated 2012 Employee Stock Purchase PlanS-8333-265766June 22, 20224.6
10.7†Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as amendedX
10.8†Adaptive Insights, Inc. 2013 Equity Incentive PlanS-8333-226907August 17, 201899.1
10.9†Adaptive Insights, Inc. 2013 Equity Incentive Plan forms of Award AgreementsS-8333-226907August 17, 201899.2

Table of Contents

10.10†Workday, Inc. Executive Severance and Change in Control Policy8-K001-35680December 1, 202310.1
10.11†Letter Agreement between Carl Eschenbach and the Registrant dated December 20, 202210-K001-35680February 27, 202310.16
10.12†Offer Letter between Zane Rowe and Workday, Inc. dated May 23, 20238-K001-35680May 25, 202310.1
10.13†Separation and Transition Services Agreement between Barbara Larson and Workday, Inc. dated May 24, 20238-K001-35680May 25, 202310.2
10.14†Workday, Inc. Omnibus Bonus Plan8-K001-35680March 3, 202310.1
10.15†2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach10-K001-35680February 27, 202310.17
10.16Restated 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, 201410-K001-35680March 31, 201410.11
10.17Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel BhusriS-1/A333-183640October 1, 201210.11
10.18Form of Convertible Bond Hedge Confirmation (2022)8-K001-35680September 15, 201799.1
10.19Form of Warrant Confirmation (2022)8-K001-35680September 15, 201799.2
10.20Form of Additional Convertible Bond Hedge Confirmation (2022)8-K001-35680September 15, 201799.3
10.21Form of Additional Warrant Confirmation (2022)8-K001-35680September 15, 201799.4
10.22Credit 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 thereto8-K001-35680April 7, 202210.1
21.1List of Subsidiaries of the RegistrantX
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)X
31.1Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
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 2002X
32.2*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 2002X

Table of Contents

97Compensation Recovery PolicyX
101.INSXBRL Instance Document - Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
†Indicates a management contract or compensatory plan.
*These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the SEC and are not incorporated by reference in any filing of Workday, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

Table of Contents

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