|
|
|
|
|
|
|
|
|
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
Delaware
|
|
20-2480422
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
|
|
|
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Page No.
|
|
||
|
|
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Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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|
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||
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Item 2.
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||
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|
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Item 3.
|
||
|
|
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Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
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Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,036,045
|
|
|
$
|
1,134,355
|
|
Marketable securities
|
2,329,623
|
|
|
2,133,495
|
|
||
Trade and other receivables, net
|
354,209
|
|
|
528,208
|
|
||
Deferred costs
|
63,567
|
|
|
63,060
|
|
||
Prepaid expenses and other current assets
|
97,365
|
|
|
97,860
|
|
||
Total current assets
|
3,880,809
|
|
|
3,956,978
|
|
||
Property and equipment, net
|
611,293
|
|
|
546,609
|
|
||
Deferred costs, noncurrent
|
136,248
|
|
|
140,509
|
|
||
Acquisition-related intangible assets, net
|
29,146
|
|
|
34,234
|
|
||
Goodwill
|
159,398
|
|
|
159,376
|
|
||
Other assets
|
110,938
|
|
|
109,718
|
|
||
Total assets
|
$
|
4,927,832
|
|
|
$
|
4,947,424
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
30,249
|
|
|
$
|
20,998
|
|
Accrued expenses and other current liabilities
|
112,977
|
|
|
121,879
|
|
||
Accrued compensation
|
163,383
|
|
|
148,247
|
|
||
Unearned revenue
|
1,319,794
|
|
|
1,426,241
|
|
||
Current portion of convertible senior notes, net
|
570,251
|
|
|
341,509
|
|
||
Total current liabilities
|
2,196,654
|
|
|
2,058,874
|
|
||
Convertible senior notes, net
|
939,242
|
|
|
1,149,845
|
|
||
Unearned revenue, noncurrent
|
95,270
|
|
|
110,906
|
|
||
Other liabilities
|
39,366
|
|
|
47,434
|
|
||
Total liabilities
|
3,270,532
|
|
|
3,367,059
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
215
|
|
|
211
|
|
||
Additional paid-in capital
|
3,489,690
|
|
|
3,354,423
|
|
||
Accumulated other comprehensive income (loss)
|
(30,766
|
)
|
|
(46,413
|
)
|
||
Accumulated deficit
|
(1,801,839
|
)
|
|
(1,727,856
|
)
|
||
Total stockholders’ equity
|
1,657,300
|
|
|
1,580,365
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,927,832
|
|
|
$
|
4,947,424
|
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Subscription services
|
$
|
522,149
|
|
|
$
|
399,736
|
|
Professional services
|
96,494
|
|
|
80,125
|
|
||
Total revenues
|
618,643
|
|
|
479,861
|
|
||
Costs and expenses
(1)
:
|
|
|
|
||||
Costs of subscription services
|
80,245
|
|
|
59,798
|
|
||
Costs of professional services
|
97,726
|
|
|
76,913
|
|
||
Product development
|
263,584
|
|
|
196,439
|
|
||
Sales and marketing
|
192,771
|
|
|
155,709
|
|
||
General and administrative
|
55,581
|
|
|
51,202
|
|
||
Total costs and expenses
|
689,907
|
|
|
540,061
|
|
||
Operating loss
|
(71,264
|
)
|
|
(60,200
|
)
|
||
Other income (expense), net
|
(3,848
|
)
|
|
(1,663
|
)
|
||
Loss before provision for (benefit from) income taxes
|
(75,112
|
)
|
|
(61,863
|
)
|
||
Provision for (benefit from) income taxes
|
(702
|
)
|
|
2,181
|
|
||
Net loss
|
$
|
(74,410
|
)
|
|
$
|
(64,044
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.35
|
)
|
|
$
|
(0.31
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
213,055
|
|
|
203,818
|
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(74,410
|
)
|
|
$
|
(64,044
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Net change in foreign currency translation adjustment
|
(787
|
)
|
|
(277
|
)
|
||
Net change in unrealized gains (losses) on available-for-sale debt securities
|
(533
|
)
|
|
(775
|
)
|
||
Net change in market value of effective foreign currency forward exchange contracts, net of tax provision of $2,424 and $0, respectively
|
16,967
|
|
|
(1,209
|
)
|
||
Other comprehensive income (loss), net of tax
|
15,647
|
|
|
(2,261
|
)
|
||
Comprehensive loss
|
$
|
(58,763
|
)
|
|
$
|
(66,305
|
)
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(74,410
|
)
|
|
$
|
(64,044
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,664
|
|
|
31,797
|
|
||
Share-based compensation expenses
|
132,659
|
|
|
107,788
|
|
||
Amortization of deferred costs
|
16,360
|
|
|
13,637
|
|
||
Amortization of debt discount and issuance costs
|
18,139
|
|
|
6,950
|
|
||
Other
|
(9,289
|
)
|
|
4,258
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade and other receivables, net
|
168,702
|
|
|
111,815
|
|
||
Deferred costs
|
(12,606
|
)
|
|
(11,381
|
)
|
||
Prepaid expenses and other assets
|
8,488
|
|
|
(3,050
|
)
|
||
Accounts payable
|
7,954
|
|
|
(565
|
)
|
||
Accrued expenses and other liabilities
|
11,627
|
|
|
4,089
|
|
||
Unearned revenue
|
(122,055
|
)
|
|
(21,272
|
)
|
||
Net cash provided by (used in) operating activities
|
184,233
|
|
|
180,022
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of marketable securities
|
(908,126
|
)
|
|
(613,251
|
)
|
||
Maturities of marketable securities
|
686,676
|
|
|
441,870
|
|
||
Sales of marketable securities
|
27,359
|
|
|
9,074
|
|
||
Owned real estate projects
|
(39,233
|
)
|
|
(29,539
|
)
|
||
Capital expenditures, excluding owned real estate projects
|
(48,862
|
)
|
|
(30,593
|
)
|
||
Purchases of non-marketable equity and other investments
|
(2,400
|
)
|
|
(450
|
)
|
||
Net cash provided by (used in) investing activities
|
(284,586
|
)
|
|
(222,889
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuance of common stock from employee equity plans
|
2,611
|
|
|
2,253
|
|
||
Other
|
(57
|
)
|
|
(44
|
)
|
||
Net cash provided by (used in) financing activities
|
2,554
|
|
|
2,209
|
|
||
Effect of exchange rate changes
|
(420
|
)
|
|
(132
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(98,219
|
)
|
|
(40,790
|
)
|
||
Cash, cash equivalents, and restricted cash at the beginning of period
|
1,135,654
|
|
|
541,894
|
|
||
Cash, cash equivalents, and restricted cash at the end of period
|
$
|
1,037,435
|
|
|
$
|
501,104
|
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental cash flow data
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
19
|
|
|
$
|
—
|
|
Cash paid for income taxes
|
1,714
|
|
|
1,346
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Vesting of early exercised stock options
|
$
|
—
|
|
|
$
|
282
|
|
Purchases of property and equipment, accrued but not paid
|
62,196
|
|
|
32,515
|
|
||
Non-cash additions to property and equipment
|
58
|
|
|
142
|
|
|
April 30,
|
||||||
|
2018
|
|
2017
|
||||
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,036,045
|
|
|
$
|
498,931
|
|
Restricted cash included in Other assets
|
1,390
|
|
|
2,173
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
1,037,435
|
|
|
$
|
501,104
|
|
•
|
Marketable equity investments (readily determinable fair values): For our equity investments previously classified as available-for-sale equity investments, we are required to account for changes in fair value of these investments in the condensed consolidated statements of operations. We have applied the modified retrospective transition method upon adoption, resulting in no impact to our condensed consolidated financial statements as of February 1, 2018.
|
•
|
Non-marketable equity investments (no readily determinable fair values): For our equity investments previously classified as cost method investments that do not qualify for the net asset value practical expedient, we are required to measure them at fair value or the measurement alternative. The measurement alternative is defined as cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments resulting from impairment, fair value, or observable price changes are accounted for in the condensed consolidated statements of operations. We adopted the guidance prospectively effective February 1, 2018, and there was no impact to our condensed consolidated financial statements.
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Aggregate Fair Value
|
||||||||
U.S. agency obligations
|
$
|
553,880
|
|
|
$
|
—
|
|
|
$
|
(1,002
|
)
|
|
$
|
552,878
|
|
U.S. treasury securities
|
1,391,222
|
|
|
7
|
|
|
(1,428
|
)
|
|
1,389,801
|
|
||||
Corporate bonds
|
420,352
|
|
|
19
|
|
|
(1,527
|
)
|
|
418,844
|
|
||||
Commercial paper
|
760,993
|
|
|
—
|
|
|
(9
|
)
|
|
760,984
|
|
||||
|
$
|
3,126,447
|
|
|
$
|
26
|
|
|
$
|
(3,966
|
)
|
|
$
|
3,122,507
|
|
Included in cash and cash equivalents
|
$
|
792,889
|
|
|
$
|
4
|
|
|
$
|
(9
|
)
|
|
$
|
792,884
|
|
Included in marketable securities
|
$
|
2,333,558
|
|
|
$
|
22
|
|
|
$
|
(3,957
|
)
|
|
$
|
2,329,623
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Aggregate Fair Value
|
||||||||
U.S. agency obligations
|
$
|
683,551
|
|
|
$
|
—
|
|
|
$
|
(1,127
|
)
|
|
$
|
682,424
|
|
U.S. treasury securities
|
797,977
|
|
|
—
|
|
|
(1,142
|
)
|
|
796,835
|
|
||||
Corporate bonds
|
470,259
|
|
|
16
|
|
|
(1,154
|
)
|
|
469,121
|
|
||||
Commercial paper
|
602,727
|
|
|
—
|
|
|
—
|
|
|
602,727
|
|
||||
|
$
|
2,554,514
|
|
|
$
|
16
|
|
|
$
|
(3,423
|
)
|
|
$
|
2,551,107
|
|
Included in cash and cash equivalents
|
$
|
417,613
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
417,612
|
|
Included in marketable securities
|
$
|
2,136,901
|
|
|
$
|
16
|
|
|
$
|
(3,422
|
)
|
|
$
|
2,133,495
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Marketable equity investments
|
$
|
88,571
|
|
|
$
|
551,804
|
|
Non-marketable equity investments
|
29,405
|
|
|
28,005
|
|
||
|
$
|
117,976
|
|
|
$
|
579,809
|
|
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
U.S. agency obligations
|
$
|
—
|
|
|
$
|
552,878
|
|
|
$
|
—
|
|
|
$
|
552,878
|
|
U.S. treasury securities
|
1,389,801
|
|
|
—
|
|
|
—
|
|
|
1,389,801
|
|
||||
Corporate bonds
|
—
|
|
|
418,844
|
|
|
—
|
|
|
418,844
|
|
||||
Commercial paper
|
—
|
|
|
760,984
|
|
|
—
|
|
|
760,984
|
|
||||
Money market funds
|
88,571
|
|
|
—
|
|
|
—
|
|
|
88,571
|
|
||||
Foreign currency derivative assets
|
—
|
|
|
6,484
|
|
|
—
|
|
|
6,484
|
|
||||
Total assets
|
$
|
1,478,372
|
|
|
$
|
1,739,190
|
|
|
$
|
—
|
|
|
$
|
3,217,562
|
|
Foreign currency derivative liabilities
|
$
|
—
|
|
|
$
|
11,070
|
|
|
$
|
—
|
|
|
$
|
11,070
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
11,070
|
|
|
$
|
—
|
|
|
$
|
11,070
|
|
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
U.S. agency obligations
|
$
|
—
|
|
|
$
|
682,424
|
|
|
$
|
—
|
|
|
$
|
682,424
|
|
U.S. treasury securities
|
796,835
|
|
|
—
|
|
|
—
|
|
|
796,835
|
|
||||
Corporate bonds
|
—
|
|
|
469,121
|
|
|
—
|
|
|
469,121
|
|
||||
Commercial paper
|
—
|
|
|
602,727
|
|
|
—
|
|
|
602,727
|
|
||||
Money market funds
|
551,804
|
|
|
—
|
|
|
—
|
|
|
551,804
|
|
||||
Foreign currency derivative assets
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
||||
Total assets
|
$
|
1,348,639
|
|
|
$
|
1,754,370
|
|
|
$
|
—
|
|
|
$
|
3,103,009
|
|
Foreign currency derivative liabilities
|
$
|
—
|
|
|
$
|
32,912
|
|
|
$
|
—
|
|
|
$
|
32,912
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
32,912
|
|
|
$
|
—
|
|
|
$
|
32,912
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||||||||||
|
Net Carrying Amount
|
|
Estimated Fair Value
|
|
Net Carrying Amount
|
|
Estimated Fair Value
|
||||||||
0.75% Convertible senior notes
|
$
|
346,144
|
|
|
$
|
520,748
|
|
|
$
|
341,509
|
|
|
$
|
504,994
|
|
1.50% Convertible senior notes
|
224,107
|
|
|
392,463
|
|
|
221,378
|
|
|
385,550
|
|
||||
0.25% Convertible senior notes
|
939,242
|
|
|
1,247,865
|
|
|
928,467
|
|
|
1,200,577
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Land
|
$
|
9,641
|
|
|
$
|
8,451
|
|
Buildings
|
302,542
|
|
|
255,093
|
|
||
Computers, equipment, and software
|
440,660
|
|
|
411,177
|
|
||
Computers, equipment, and software acquired under capital leases
|
13,414
|
|
|
13,848
|
|
||
Furniture and fixtures
|
36,956
|
|
|
34,809
|
|
||
Leasehold improvements
|
142,343
|
|
|
132,209
|
|
||
Property and equipment, gross
(1)
|
945,556
|
|
|
855,587
|
|
||
Less accumulated depreciation and amortization
|
(334,263
|
)
|
|
(308,978
|
)
|
||
Property and equipment, net
|
$
|
611,293
|
|
|
$
|
546,609
|
|
(1)
|
Property and equipment, gross includes construction-in-progress for owned real estate projects of
$199 million
and
$177 million
that have not yet been placed in service as of
April 30, 2018
and
January 31, 2018
, respectively.
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Acquired developed technology
|
$
|
69,700
|
|
|
$
|
69,700
|
|
Customer relationship assets
|
1,000
|
|
|
1,000
|
|
||
|
70,700
|
|
|
70,700
|
|
||
Less accumulated amortization
|
(41,554
|
)
|
|
(36,466
|
)
|
||
Acquisition-related intangible assets, net
|
$
|
29,146
|
|
|
$
|
34,234
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Non-marketable equity and other investments
|
$
|
31,605
|
|
|
$
|
29,205
|
|
Prepayments for computing infrastructure platform
|
11,403
|
|
|
13,588
|
|
||
Technology patents, net
|
10,790
|
|
|
11,217
|
|
||
Acquired land leasehold interest, net
|
9,544
|
|
|
9,570
|
|
||
Deposits
|
4,731
|
|
|
4,492
|
|
||
Net deferred tax assets
|
2,097
|
|
|
1,884
|
|
||
Other
|
40,768
|
|
|
39,762
|
|
||
Total
|
$
|
110,938
|
|
|
$
|
109,718
|
|
|
|
Condensed Consolidated Balance Sheets Location
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
Derivative Assets:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts designated as cash flow hedges
|
|
Prepaid expenses and other current assets
|
|
$
|
3,601
|
|
|
$
|
15
|
|
Foreign currency forward contracts designated as cash flow hedges
|
|
Other assets
|
|
2,318
|
|
|
4
|
|
||
Foreign currency forward contracts not designated as hedges
|
|
Prepaid expenses and other current assets
|
|
565
|
|
|
79
|
|
||
Total Derivative Assets
|
|
|
|
$
|
6,484
|
|
|
$
|
98
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts designated as cash flow hedges
|
|
Accrued expenses and other current liabilities
|
|
$
|
6,090
|
|
|
$
|
18,355
|
|
Foreign currency forward contracts designated as cash flow hedges
|
|
Other liabilities
|
|
3,500
|
|
|
11,650
|
|
||
Foreign currency forward contracts not designated as hedges
|
|
Accrued expenses and other current liabilities
|
|
1,345
|
|
|
2,805
|
|
||
Foreign currency forward contracts not designated as hedges
|
|
Other liabilities
|
|
135
|
|
|
102
|
|
||
Total Derivative Liabilities
|
|
|
|
$
|
11,070
|
|
|
$
|
32,912
|
|
|
|
Condensed Consolidated Statements of Operations and Statements of Comprehensive Loss Locations
|
|
Three Months Ended April 30,
|
||||||
|
|
|
2018
|
|
2017
|
|||||
Gains (losses) recognized in OCI (effective portion)
(1)
|
|
Net change in market value of effective foreign currency forward exchange contracts
|
|
$
|
18,274
|
|
|
$
|
(975
|
)
|
Gains (losses) reclassified from OCI into income (effective portion)
|
|
Revenues
|
|
(1,117
|
)
|
|
234
|
|
||
Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion)
|
|
Other income (expense), net
|
|
2,231
|
|
|
623
|
|
(1)
|
Of the total effective portion of foreign currency forward contracts designated as cash flow hedges as of
April 30, 2018
, net losses of
$9 million
are expected to be reclassified out of OCI within the next 12 months.
|
|
|
Condensed Consolidated Statements of Operations Location
|
|
Three Months Ended April 30,
|
||||||
Derivative Type
|
|
|
2018
|
|
2017
|
|||||
Foreign currency forward contracts not designated as hedges
|
|
Other income (expense), net
|
|
$
|
1,794
|
|
|
$
|
(6
|
)
|
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset on the Condensed Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented on the Condensed Consolidated Balance Sheets
|
|
Gross Amounts Not Offset on the Condensed Consolidated Balance Sheets
|
|
Net Assets Exposed
|
||||||||||||||
|
|
|
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
||||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
|
$
|
2,222
|
|
|
$
|
—
|
|
|
$
|
2,222
|
|
|
$
|
(2,222
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
|
2,958
|
|
|
—
|
|
|
2,958
|
|
|
(2,958
|
)
|
|
—
|
|
|
—
|
|
||||||
Counterparty C
|
|
1,304
|
|
|
—
|
|
|
1,304
|
|
|
(1,304
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
6,484
|
|
|
$
|
—
|
|
|
$
|
6,484
|
|
|
$
|
(6,484
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset on the Condensed Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented on the Condensed Consolidated Balance Sheets
|
|
Gross Amounts Not Offset on the Condensed Consolidated Balance Sheets
|
|
Net Liabilities Exposed
|
||||||||||||||
|
|
|
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
||||||||||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
|
$
|
2,939
|
|
|
$
|
—
|
|
|
$
|
2,939
|
|
|
$
|
(2,222
|
)
|
|
$
|
—
|
|
|
$
|
717
|
|
Counterparty B
|
|
6,365
|
|
|
—
|
|
|
6,365
|
|
|
(2,958
|
)
|
|
—
|
|
|
3,407
|
|
||||||
Counterparty C
|
|
1,766
|
|
|
—
|
|
|
1,766
|
|
|
(1,304
|
)
|
|
—
|
|
|
462
|
|
||||||
Total
|
|
$
|
11,070
|
|
|
$
|
—
|
|
|
$
|
11,070
|
|
|
$
|
(6,484
|
)
|
|
$
|
—
|
|
|
$
|
4,586
|
|
•
|
if the last reported sale price of Class A common stock for at least
20
trading days during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to
130%
of the conversion price of the respective Notes on each applicable trading day;
|
•
|
during the
five
business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the respective Notes for each day of that
five
day consecutive trading day period was less than
98%
of the product of the last reported sale price of Class A common stock and the conversion rate of the respective Notes on such trading day; or
|
•
|
upon the occurrence of specified corporate events, as noted in the Indentures.
|
|
April 30, 2018
|
|
January 31, 2018
|
||||||||||||||||||||
|
2018 Notes
|
|
2020 Notes
|
|
2022 Notes
|
|
2018 Notes
|
|
2020 Notes
|
|
2022 Notes
|
||||||||||||
Principal amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal
|
$
|
350,000
|
|
|
$
|
250,000
|
|
|
$
|
1,150,000
|
|
|
$
|
350,000
|
|
|
$
|
250,000
|
|
|
$
|
1,150,000
|
|
Unamortized debt discount
|
(3,567
|
)
|
|
(24,407
|
)
|
|
(198,127
|
)
|
|
(7,850
|
)
|
|
(26,968
|
)
|
|
(208,188
|
)
|
||||||
Unamortized debt issuance costs
|
(289
|
)
|
|
(1,486
|
)
|
|
(12,631
|
)
|
|
(641
|
)
|
|
(1,654
|
)
|
|
(13,345
|
)
|
||||||
Net carrying amount
|
$
|
346,144
|
|
|
$
|
224,107
|
|
|
$
|
939,242
|
|
|
$
|
341,509
|
|
|
$
|
221,378
|
|
|
$
|
928,467
|
|
Carrying amount of the equity component
(1)
|
$
|
74,892
|
|
|
$
|
66,007
|
|
|
$
|
219,702
|
|
|
$
|
74,892
|
|
|
$
|
66,007
|
|
|
$
|
219,702
|
|
(1)
|
Included on the condensed consolidated balance sheets within Additional paid-in capital, net of
$2 million
,
$2 million
, and
$4 million
for the 2018 Notes, 2020 Notes, and 2022 Notes, respectively, in equity issuance costs.
|
|
Three Months Ended April 30,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
2018 Notes
|
|
2020 Notes
|
|
2022 Notes
|
|
2018 Notes
|
|
2020 Notes
|
|
2022 Notes
|
||||||||||||
Contractual interest expense
|
$
|
656
|
|
|
$
|
937
|
|
|
$
|
719
|
|
|
$
|
656
|
|
|
$
|
938
|
|
|
$
|
—
|
|
Interest cost related to amortization of debt issuance costs
|
352
|
|
|
168
|
|
|
714
|
|
|
352
|
|
|
168
|
|
|
—
|
|
||||||
Interest cost related to amortization of the debt discount
|
4,283
|
|
|
2,561
|
|
|
10,061
|
|
|
4,044
|
|
|
2,406
|
|
|
—
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Balance as of January 31, 2018
|
12,819,516
|
|
|
$
|
84.77
|
|
RSUs granted
|
4,719,296
|
|
|
125.00
|
|
|
RSUs vested
|
(2,259,472
|
)
|
|
82.40
|
|
|
RSUs forfeited
|
(230,719
|
)
|
|
87.67
|
|
|
Balance as of April 30, 2018
|
15,048,621
|
|
|
$
|
97.70
|
|
|
Outstanding
Stock
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of January 31, 2018
|
6,595,486
|
|
|
$
|
4.23
|
|
|
$
|
763
|
|
Stock options granted
|
—
|
|
|
—
|
|
|
|
|||
Stock options exercised
|
(516,354
|
)
|
|
5.03
|
|
|
|
|||
Stock options canceled
|
—
|
|
|
—
|
|
|
|
|||
Balance as of April 30, 2018
|
6,079,132
|
|
|
$
|
4.16
|
|
|
$
|
734
|
|
Vested and expected to vest as of April 30, 2018
|
6,079,126
|
|
|
$
|
4.16
|
|
|
$
|
734
|
|
Exercisable as of April 30, 2018
|
6,078,882
|
|
|
$
|
4.16
|
|
|
$
|
734
|
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Interest income
|
$
|
12,236
|
|
|
$
|
4,029
|
|
Interest expense
(1)
|
(18,302
|
)
|
|
(6,986
|
)
|
||
Other income (expense)
|
2,218
|
|
|
1,294
|
|
||
Other income (expense), net
|
$
|
(3,848
|
)
|
|
$
|
(1,663
|
)
|
(1)
|
Interest expense includes the contractual interest expense related to the 2018 Notes, 2020 Notes, and 2022 Notes and non-cash interest expense related to amortization of the debt discount and debt issuance costs, net of capitalized interest costs (see Note 10).
|
|
Three Months Ended April 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Net loss per share, basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Allocation of distributed net loss
|
$
|
(50,145
|
)
|
|
$
|
(24,265
|
)
|
|
$
|
(40,599
|
)
|
|
$
|
(23,445
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
143,579
|
|
|
69,476
|
|
|
129,206
|
|
|
74,612
|
|
||||
Basic and diluted net loss per share
|
$
|
(0.35
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.31
|
)
|
|
As of April 30,
|
||||
|
2018
|
|
2017
|
||
Outstanding common stock options
|
6,079
|
|
|
8,468
|
|
Shares subject to repurchase
|
—
|
|
|
70
|
|
Unvested restricted stock awards, units, and PRSUs
|
15,051
|
|
|
15,133
|
|
Shares related to the convertible senior notes
|
15,079
|
|
|
7,261
|
|
Shares subject to warrants related to the issuance of convertible senior notes
|
15,079
|
|
|
7,261
|
|
Shares issuable pursuant to the ESPP
|
466
|
|
|
485
|
|
|
51,754
|
|
|
38,678
|
|
|
April 30, 2018
|
|
January 31, 2018
|
||||
United States
|
$
|
547,010
|
|
|
$
|
479,996
|
|
Ireland
|
51,205
|
|
|
52,904
|
|
||
Other countries
|
13,078
|
|
|
13,709
|
|
||
Total
|
$
|
611,293
|
|
|
$
|
546,609
|
|
|
Three Months Ended April 30,
|
|
|
||||||
|
2018
|
|
2017
|
|
% Change
|
||||
Revenues:
|
|
|
|
|
|
||||
Subscription services
|
$
|
522,149
|
|
|
$
|
399,736
|
|
|
31%
|
Professional services
|
96,494
|
|
|
80,125
|
|
|
20%
|
||
Total revenues
|
$
|
618,643
|
|
|
$
|
479,861
|
|
|
29%
|
|
Three Months Ended April 30, 2018
|
||||||||||||||
|
GAAP
Operating
Expenses
|
|
Share-Based
Compensation
Expenses
(1)
|
|
Other
Operating
Expenses
(2)
|
|
Non-GAAP
Operating
Expenses
(3)
|
||||||||
Costs of subscription services
|
$
|
80,245
|
|
|
$
|
(7,877
|
)
|
|
$
|
(4,452
|
)
|
|
$
|
67,916
|
|
Costs of professional services
|
97,726
|
|
|
(10,792
|
)
|
|
(1,701
|
)
|
|
85,233
|
|
||||
Product development
|
263,584
|
|
|
(68,511
|
)
|
|
(8,797
|
)
|
|
186,276
|
|
||||
Sales and marketing
|
192,771
|
|
|
(25,612
|
)
|
|
(2,580
|
)
|
|
164,579
|
|
||||
General and administrative
|
55,581
|
|
|
(19,867
|
)
|
|
(1,867
|
)
|
|
33,847
|
|
||||
Total costs and expenses
|
$
|
689,907
|
|
|
$
|
(132,659
|
)
|
|
$
|
(19,397
|
)
|
|
$
|
537,851
|
|
|
Three Months Ended April 30, 2017
|
||||||||||||||
|
GAAP
Operating
Expenses
|
|
Share-Based
Compensation
Expenses
(1)
|
|
Other
Operating
Expenses
(2)
|
|
Non-GAAP
Operating
Expenses
(3)
|
||||||||
Costs of subscription services
|
$
|
59,798
|
|
|
$
|
(5,691
|
)
|
|
$
|
(546
|
)
|
|
$
|
53,561
|
|
Costs of professional services
|
76,913
|
|
|
(8,021
|
)
|
|
(906
|
)
|
|
67,986
|
|
||||
Product development
|
196,439
|
|
|
(51,029
|
)
|
|
(8,962
|
)
|
|
136,448
|
|
||||
Sales and marketing
|
155,709
|
|
|
(23,159
|
)
|
|
(1,674
|
)
|
|
130,876
|
|
||||
General and administrative
|
51,202
|
|
|
(19,888
|
)
|
|
(1,318
|
)
|
|
29,996
|
|
||||
Total costs and expenses
|
$
|
540,061
|
|
|
$
|
(107,788
|
)
|
|
$
|
(13,406
|
)
|
|
$
|
418,867
|
|
(1)
|
Share-based compensation expenses were
$133 million
and
$108 million
for the
three months ended April 30, 2018
and
2017
, respectively. The increase in share-based compensation expenses was primarily due to grants of restricted stock units ("RSUs") to existing and new employees.
|
(2)
|
Other operating expenses include employer payroll tax-related items on employee stock transactions of $14 million and $8 million for the
three months ended April 30, 2018
and
2017
, respectively. In addition, other operating expenses included amortization of acquisition-related intangible assets of $5 million for each of the three month periods ended April 30, 2018 and
2017
.
|
(3)
|
See "Non-GAAP Financial Measures" below for further information.
|
|
Three Months Ended April 30, 2018
|
||||||||||
|
GAAP
Operating
Expenses
|
|
Share-Based
Compensation
Expenses
|
|
Other
Operating
Expenses
|
|
Non-GAAP
Operating
Expenses
(1)
|
||||
Operating margin
|
(11.5
|
)%
|
|
21.4
|
%
|
|
3.2
|
%
|
|
13.1
|
%
|
|
Three Months Ended April 30, 2017
|
||||||||||
|
GAAP
Operating
Expenses
|
|
Share-Based
Compensation
Expenses
|
|
Other
Operating
Expenses
|
|
Non-GAAP
Operating
Expenses (1)
|
||||
Operating margin
|
(12.5
|
)%
|
|
22.5
|
%
|
|
2.7
|
%
|
|
12.7
|
%
|
(1)
|
See "Non-GAAP Financial Measures" below for further information.
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
184,233
|
|
|
$
|
180,022
|
|
Investing activities
|
(284,586
|
)
|
|
(222,889
|
)
|
||
Financing activities
|
2,554
|
|
|
2,209
|
|
||
Effect of exchange rate changes
|
(420
|
)
|
|
(132
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(98,219
|
)
|
|
$
|
(40,790
|
)
|
|
Three Months Ended April 30,
|
|
Trailing Twelve Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
184,233
|
|
|
$
|
180,022
|
|
|
$
|
469,938
|
|
|
$
|
367,831
|
|
Capital expenditures, excluding owned real estate projects
|
(48,862
|
)
|
|
(30,593
|
)
|
|
(159,805
|
)
|
|
(116,928
|
)
|
||||
Free cash flows
|
$
|
135,371
|
|
|
$
|
149,429
|
|
|
$
|
310,133
|
|
|
$
|
250,903
|
|
•
|
Share-Based Compensation Expenses.
Although share-based compensation is an important aspect of the compensation of our employees and executives, management believes it is useful to exclude share-based compensation expenses to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. Share-based compensation expenses are determined using a number of factors, including our stock price, volatility, and forfeitures rates that are beyond our control and generally unrelated to operational decisions and performance in any particular period. Further, share-based compensation expenses are not reflective of the value ultimately received by the grant recipients.
|
•
|
Other Operating Expenses.
Other operating expenses includes employer payroll tax-related items on employee stock transactions and amortization of acquisition-related intangible assets. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of the business. For business combinations, we generally allocate a portion of the purchase price to intangible assets. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus we do not believe it is reflective of our ongoing operations.
|
•
|
loss or delayed market acceptance and sales;
|
•
|
breach of warranty claims;
|
•
|
issuance of refunds or service credits to customers for prepaid and unused subscription services;
|
•
|
loss of customers;
|
•
|
diversion of development and customer service resources; and
|
•
|
injury to our reputation.
|
•
|
the need to localize and adapt our applications for specific countries, including translation into foreign languages, localization of contracts for different legal jurisdictions, and associated expenses;
|
•
|
the need for a go-to-market strategy that aligns application management efforts and the development of supporting infrastructure;
|
•
|
stricter data privacy laws including requirements that customer data be stored and processed in a designated territory and obligations on us as a data processor;
|
•
|
difficulties in appropriately staffing and managing foreign operations and providing appropriate compensation for local markets;
|
•
|
difficulties in leveraging executive presence and company culture globally;
|
•
|
different pricing environments, longer sales cycles, and longer trade receivables payment cycles, and collections issues;
|
•
|
new and different sources of competition;
|
•
|
potentially weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights;
|
•
|
laws, customs, and business practices favoring local competitors;
|
•
|
restrictive governmental actions focused on cross-border trade, such as import and export restrictions, duties, quotas, tariffs, trade disputes and barriers or sanctions that may prevent us from offering certain portions of our products or services to a particular market, may increase our operating costs, or may subject us to monetary fines or penalties in case of unintentional noncompliance due to factors beyond our control;
|
•
|
compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy, and data protection laws and regulations;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
restrictions on the transfer of funds;
|
•
|
ensuring compliance with anti-corruption laws including the Foreign Corrupt Practices Act;
|
•
|
the effects of currency fluctuations on our revenues and customer demand for our services;
|
•
|
adverse tax consequences and tax rulings; and
|
•
|
unstable economic and political conditions.
|
•
|
inability to integrate or benefit from acquisitions in a profitable manner;
|
•
|
acquisition-related costs or liabilities, some of which may be unanticipated;
|
•
|
difficulty integrating the intellectual property, technology infrastructure, and operations of the acquired business;
|
•
|
difficulty integrating and retaining the personnel of the acquired business;
|
•
|
difficulties and additional expenses associated with synchronizing product offerings, customer relationships, and contract portfolio terms and conditions between Workday and the acquired business;
|
•
|
adverse effects on our existing business relationships with business partners and customers as a result of the acquisition;
|
•
|
difficulty predicting and controlling the effect of integrating multiple acquisitions concurrently;
|
•
|
lack of experience in new markets, products, or technologies;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
use of resources that are needed in other parts of our business; and
|
•
|
use of substantial portions of our available cash to consummate the acquisition.
|
•
|
our ability to attract new customers;
|
•
|
the addition or loss of large customers, including through acquisitions or consolidations;
|
•
|
customer renewal rates;
|
•
|
the timing of operating expenses and recognition of revenues;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;
|
•
|
network outages or security breaches;
|
•
|
general economic and market conditions;
|
•
|
increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the mix of applications sold during a period;
|
•
|
seasonal variations in sales of our applications, which have historically been highest in our fiscal fourth quarter;
|
•
|
the timing and success of new application and service introductions by us or our competitors;
|
•
|
changes in the competitive dynamics of our industry, including consolidation among competitors, customers, or strategic partners;
|
•
|
changes in laws and regulations that impact our business; and
|
•
|
the timing of expenses related to acquisitions and potential future charges for impairment of goodwill.
|
•
|
overall performance of the equity markets;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us, such as high-growth or cloud companies, or in valuation metrics, such as our price to revenues ratio;
|
•
|
guidance as to our operating results that we provide to the public, differences between our guidance and market expectations, our failure to meet our guidance, or changes in recommendations by securities analysts that follow our securities;
|
•
|
announcements of technological innovations, new applications or enhancements to services, acquisitions, strategic alliances, or significant agreements by us or by our competitors;
|
•
|
disruptions in our services due to computer hardware, software, or network problems;
|
•
|
announcements of customer additions and customer cancellations or delays in customer purchases;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole, market conditions in our industry, and the industries of our customers;
|
•
|
trading activity by directors, executive officers and significant stockholders, or the perception in the market that the holders of a large number of shares intend to sell their shares;
|
•
|
the exercise of rights held by certain of our stockholders, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders;
|
•
|
the size of our market float and significant option exercises;
|
•
|
any future issuances of securities;
|
•
|
sales and purchases of any Class A common stock issued upon conversion of our convertible senior notes or in connection with the convertible note hedge and warrant transactions related to such convertible senior notes;
|
•
|
our operating performance and the performance of other similar companies; and
|
•
|
the sale or availability for sale of a large number of shares of our Class A common stock in the public market.
|
•
|
make it difficult for us to pay other obligations;
|
•
|
make it difficult to obtain favorable terms for any necessary future financing for working capital, capital expenditures, debt service requirements, or other purposes;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to service and repay the indebtedness, reducing the amount of cash flow available for other purposes; and
|
•
|
limit our flexibility in planning for and reacting to changes in our business.
|
•
|
any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class;
|
•
|
our dual class common stock structure, which provides our chairman and CEO with the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock;
|
•
|
our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;
|
•
|
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock:
|
•
|
certain amendments to our restated certificate of incorporation or restated bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock;
|
•
|
our stockholders will only be able to take action at a meeting of stockholders and not by written consent; and
|
•
|
vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
|
•
|
only our chairman of the board, chief executive officer, either co-president, or a majority of our board of directors are authorized to call a special meeting of stockholders;
|
•
|
certain litigation against us can only be brought in Delaware;
|
•
|
we will have two classes of common stock until the date that is the first to occur of (i) October 11, 2032, (ii) such time as the shares of Class B common stock represent less than 9% of the outstanding Class A and Class B common stock, (iii) nine months following the death of both Mr. Duffield and Mr. Bhusri, or (iv) the date on which the holders of a majority of the shares of Class B common stock elect to convert all shares of Class A common stock and Class B common stock into a single class of common stock;
|
•
|
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without the approval of the holders of Class A common stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
|
|
|
Incorporation by Reference
|
||||||||
Exhibit
Number
|
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Filed Herewith
|
4.1
|
|
|
|
|
|
|
|
|
|
X
|
|
10.1
†
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
X
|
|
Workday, Inc.
|
|
|
|
/s/ Robynne D. Sisco
|
|
Robynne D. Sisco
|
|
Co-President and Chief Financial Officer
(Principal Financial Officer)
|
|
WORKDAY, INC.
|
|
|
|
By:
/s/ Robynne D. Sisco
|
|
Name : Robynne D. Sisco
|
|
Title: Co-President and Chief Financial Officer
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
|
|
|
|
By:
/s/ Maddy Hughes
|
|
Name: Maddy Hughes
|
|
Title: Vice President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Workday, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 15a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: June 1, 2018
|
|
By:
|
/s/ Aneel Bhusri
|
|
|
|
Aneel Bhusri
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Workday, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 15a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: June 1, 2018
|
|
By:
|
/s/ Robynne D. Sisco
|
|
|
|
Robynne D. Sisco
|
|
|
|
Co-President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Date: June 1, 2018
|
|
By:
|
/s/ Aneel Bhusri
|
|
|
|
Aneel Bhusri
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date: June 1, 2018
|
|
By:
|
/s/ Robynne D. Sisco
|
|
|
|
Robynne D. Sisco
|
|
|
|
Co-President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|