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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2023

OR

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For transition period from to

Commission File Number: 001-35680

WORKDAY, INC.

(Exact name of registrant as specified in its charter)

Delaware20-2480422
(State or other jurisdiction of incorporation or organization)(I.R.S Employer Identification No.)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(925) 951-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001WDAYThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 22, 2023, there were approximately 209 million shares of the registrant’s Class A common stock, net of treasury stock, and 54 million shares of the registrant’s Class B common stock outstanding.

Workday, Inc.

Page No.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of October 31, 2023, and January 31, 20233
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2023, and 20224
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended October 31, 2023, and 20225
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended October 31, 2023, and 20226
Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended October 31, 2023, and 20227
Notes to Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures About Market Risk40
Item 4.Controls and Procedures40
PART II. OTHER INFORMATION
Item 1.Legal Proceedings42
Item 1A.Risk Factors43
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds68
Item 3.Defaults Upon Senior Securities68
Item 4.Mine Safety Disclosures68
Item 5.Other Information68
Item 6.Exhibits69
Signatures70

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS