Edgar Filing: Workday, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended July 31, 2017



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

Commission File Number: 001-35680

Workday, Inc.

(Exact name of registrant as specified in its charter)



Delaware		20-2480422
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices)

Telephone Number (925) 951-9000

(Registrant’s telephone number, including area code)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	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 x

As of July 31, 2017, there were approximately 208 million shares of the registrant’s common stock outstanding.

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Workday, Inc.



		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of July 31, 2017 and January 31, 2017	3

	Condensed Consolidated Statements of Operations for the Three and Six Months ended July 31, 2017 and 2016	4

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months ended July 31, 2017 and 2016	5

	Condensed Consolidated Statements of Cash Flows for the Three and Six Months ended July 31, 2017 and 2016	6

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	59

	Signatures	60

	Exhibit Index	61

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Workday, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)



	July 31, 2017			January 31, 2017
	July 31, 2017			*As Adjusted
Assets
Current assets:
Cash and cash equivalents	$	748,599		$	539,923
Marketable securities	1,349,191			1,456,822
Trade and other receivables, net	370,557			409,780
Deferred costs	54,015			51,330
Prepaid expenses and other current assets	63,862			66,590
Total current assets	2,586,224			2,524,445
Property and equipment, net	438,754			365,877
Deferred costs, noncurrent	117,736			117,249
Acquisition-related intangible assets, net	39,110			48,787
Goodwill	158,540			158,354
Other assets	66,763			53,570
Total assets	$	3,407,127		$	3,268,282
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	39,948		$	26,824
Accrued expenses and other current liabilities	80,410			61,582
Accrued compensation	105,229			110,625
Unearned revenue	1,118,565			1,086,212
Current portion of convertible senior notes, net	332,422			—
Total current liabilities	1,676,574			1,285,243
Convertible senior notes, net	216,038			534,423
Unearned revenue, noncurrent	104,178			135,331
Other liabilities	39,940			36,677
Total liabilities	2,036,730			1,991,674
Stockholders’ equity:
Common stock	208			202
Additional paid-in capital	2,945,596			2,681,200
Accumulated other comprehensive income (loss)	(22,197		)	2,071
Accumulated deficit	(1,553,210		)	(1,406,865		)
Total stockholders’ equity	1,370,397			1,276,608
Total liabilities and stockholders’ equity	$	3,407,127		$	3,268,282


*	See Note 2 for a summary of adjustments.

See Notes to Condensed Consolidated Financial Statements

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Workday, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)



	Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2017			2016
	2017			*As Adjusted			2017			*As Adjusted
Revenues:
Subscription services	$	434,527		$	306,070		$	834,263		$	586,238
Professional services	90,793			67,587			170,918			135,096
Total revenues	525,320			373,657			1,005,181			721,334
Costs and expenses ⁽¹⁾:
Costs of subscription services	65,931			51,379			125,729			100,579
Costs of professional services	92,264			66,473			169,177			125,900
Product development	221,103			161,886			417,542			303,664
Sales and marketing	171,952			134,899			327,661			262,518
General and administrative	55,699			45,705			106,901			86,888
Total costs and expenses	606,949			460,342			1,147,010			879,549
Operating loss	(81,629		)	(86,685		)	(141,829		)	(158,215		)
Other income (expense), net	938			(21,193		)	(725		)	(27,031		)
Loss before provision for (benefit from) income taxes	(80,691		)	(107,878		)	(142,554		)	(185,246		)
Provision for (benefit from) income taxes	1,841			(65		)	4,022			1,070
Net loss	$	(82,532	)	$	(107,813	)	$	(146,576	)	$	(186,316	)
Net loss per share, basic and diluted	$	(0.40	)	$	(0.55	)	$	(0.71	)	$	(0.95	)
Weighted-average shares used to compute net loss per share, basic and diluted	207,028			197,223			205,453			195,887



⁽¹⁾ Costs and expenses include share-based compensation expenses as follows:
Costs of subscription services	$	6,580	$	4,968	$	12,271	$	9,365
Costs of professional services	9,301		5,969		17,322		11,262
Product development	56,923		38,314		107,952		71,282
Sales and marketing	25,942		20,844		49,101		39,846
General and administrative	22,777		18,127		42,665		34,702


*	See Note 2 for a summary of adjustments.

See Notes to Condensed Consolidated Financial Statements

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Workday, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)



	Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2017			2016
	2017			*As Adjusted			2017			*As Adjusted
Net loss	$	(82,532	)	$	(107,813	)	$	(146,576	)	$	(186,316	)
Other comprehensive income (loss), net of tax:
Net change in foreign currency translation adjustment	1,243			(248		)	966			433
Net change in unrealized gains (losses) on available-for-sale investments	146			382			(629		)	934
Net change in market value of effective foreign currency forward exchange contracts	(23,396		)	6,310			(24,605		)	(4,754		)
Other comprehensive income (loss), net of tax	(22,007		)	6,444			(24,268		)	(3,387		)
Comprehensive loss	$	(104,539	)	$	(101,369	)	$	(170,844	)	$	(189,703	)


*	See Note 2 for a summary of adjustments.

See Notes to Condensed Consolidated Financial Statements

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Workday, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)



	Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2017			2016
				*As Adjusted						*As Adjusted
Cash flows from operating activities
Net loss	$	(82,532	)	$	(107,813	)	$	(146,576	)	$	(186,316	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	34,021			26,662			67,398			52,786
Share-based compensation expenses	121,523			88,222			229,311			166,457
Amortization of deferred costs	14,009			10,917			27,646			21,356
Amortization of debt discount and issuance costs	6,785			6,690			13,735			13,289
Gain on sale of cost method investment	(526		)	(65		)	(526		)	(65		)
Impairment of cost method investment	—			15,000			—			15,000
Other	1,933			1,918			4,611			1,600
Changes in operating assets and liabilities, net of business combinations:
Trade and other receivables, net	(71,422		)	(52,337		)	40,393			45,982
Deferred costs	(19,437		)	(19,541		)	(30,818		)	(28,767		)
Prepaid expenses and other assets	(8,968		)	(10,070		)	(12,018		)	(7,682		)
Accounts payable	10,778			1,542			10,213			(180		)
Accrued expenses and other liabilities	(13,472		)	(6,517		)	(9,383		)	(972		)
Unearned revenue	22,434			51,914			1,162			76,851
Net cash provided by (used in) operating activities	15,126			6,522			195,148			169,339
Cash flows from investing activities
Purchases of marketable securities	(285,197		)	(557,180		)	(898,448		)	(1,191,136		)
Maturities of marketable securities	371,471			539,315			813,341			1,164,903
Sales of available-for-sale securities	180,863			28,652			189,937			28,852
Business combinations, net of cash acquired	—			(3,670		)	—			(3,670		)
Owned real estate projects	(22,996		)	(6,788		)	(52,535		)	(25,774		)
Capital expenditures, excluding owned real estate projects	(38,528		)	(26,539		)	(69,121		)	(61,017		)
Purchases of cost method investments	(5,000		)	(200		)	(5,450		)	(300		)
Sale and maturities of cost method investments	732			315			732			315
Other	—			(684		)	—			(296		)
Net cash provided by (used in) investing activities	201,345			(26,779		)	(21,544		)	(88,123		)
Cash flows from financing activities
Proceeds from issuance of common stock from employee equity plans	32,274			25,395			34,527			28,776
Other	(32		)	195			(76		)	571
Net cash provided by (used in) financing activities	32,242			25,590			34,451			29,347
Effect of exchange rate changes	715			(144		)	583			494
Net increase (decrease) in cash, cash equivalents and restricted cash	249,428			5,189			208,638			111,057
Cash, cash equivalents and restricted cash at the beginning of period	501,104			405,955			541,894			300,087
Cash, cash equivalents and restricted cash at the end of period	$	750,532		$	411,144		$	750,532		$	411,144

* See Note 2 for a summary of adjustments.

See Notes to Condensed Consolidated Financial Statements

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	Three Months Ended July 31,				Six Months Ended July 31,
	2017		2016		2017		2016
Supplemental cash flow data
Cash paid for interest, net of amounts capitalized	$	46	$	2,652	$	46	$	2,656
Cash paid for income taxes	1,262		3,566		2,608		4,147
Non-cash investing and financing activities:
Vesting of early exercise stock options	$	282	$	460	$	564	$	920
Property and equipment, accrued but not paid	33,219		11,426		33,219		11,426
Non-cash additions to property and equipment	485		394		627		915



	July 31, 2017		July 31, 2016
	July 31, 2017		*As Adjusted
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows
Cash and cash equivalents	$	748,599	$	405,529
Restricted cash included in Other assets	1,933		1,615
Restricted cash included in Property and equipment, net	—		4,000
Total cash, cash equivalents and restricted cash	$	750,532	$	411,144

See Notes to Condensed Consolidated Financial Statements

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Workday, Inc.

Notes to Condensed Consolidated Financial Statements

Note 1. Overview and Basis of Presentation

Company and Background

Workday provides financial management, human capital management, and analytics applications designed for the world's largest companies, educational institutions, and government agencies. We offer innovative and adaptable technology focused on the consumer internet experience and cloud delivery model. Our applications are designed for global enterprises to manage complex and dynamic operating environments. We provide our customers highly adaptable, accessible and reliable applications to manage critical business functions that enable them to optimize their financial and human capital resources. We were originally incorporated in March 2005 in Nevada and in June 2012, we reincorporated in Delaware. As used in this report, the terms "Workday," "registrant," "we," "us," and "our" mean Workday, Inc. and its subsidiaries unless the context indicates otherwise.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated financial statements include the results of Workday, Inc. and its wholly-owned subsidiaries. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the information contained herein reflects all adjustments necessary for a fair presentation of Workday’s results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the quarter ended July 31, 2017 shown in this report are not necessarily indicative of results to be expected for the full year ending January 31, 2018. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2017, filed with the SEC on March 20, 2017.

Effective February 1, 2017, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers and ASU No. 2016-18, Statement of Cash Flows, Restricted Cash as discussed in Note 2. All amounts and disclosures set forth in this Form 10-Q have been updated to comply with the new standards, as indicated by the "as adjusted" footnote.

Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to current period presentation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, the determination of the period of benefit for deferred commissions, certain assumptions used in the valuation of equity awards, and the fair value of assets acquired and liabilities assumed through business combinations. Actual results could differ from those estimates and such differences could be material to our condensed consolidated financial position and results of operations.

Segment Information

We operate in one operating segment, cloud applications. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assessing performance. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

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Note 2. Accounting Standards and Significant Accounting Policies

Recently Adopted Accounting Pronouncements

ASU No. 2014-09

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers ("Topic 606"). Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition ("Topic 605"), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, we refer to Topic 606 and Subtopic 340-40 as the "new standard."

We early adopted the requirements of the new standard as of February 1, 2017, utilizing the full retrospective method of transition. Adoption of the new standard resulted in changes to our accounting policies for revenue recognition, trade and other receivables, and deferred commissions as detailed below. We applied the new standard using a practical expedient where the consideration allocated to the remaining performance obligations or an explanation of when we expect to recognize that amount as revenue for all reporting periods presented before the date of the initial application is not disclosed.

The impact of adopting the new standard on our fiscal 2017 and fiscal 2016 revenues is not material. The primary impact of adopting the new standard relates to the deferral of incremental commission costs of obtaining subscription contracts. Under Topic 605, we deferred only direct and incremental commission costs to obtain a contract and amortized those costs on a straight-line basis over the term of the related subscription contract, which was generally three years or longer. Under the new standard, we defer all incremental commission costs to obtain the contract. We amortize these costs on a straight-line basis over a period of benefit that we have determined to be five years or the related contractual renewal period, depending on whether the contract is an initial or renewal contract, respectively.

ASU No. 2016-09

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), which simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, and classification in the statement of cash flows. As of February 1, 2017, we adopted the applicable provisions of ASU No. 2016-09 as follows:

•

The guidance requires excess tax benefits and tax deficiencies to be recorded as income tax benefit or expense in the statement of operations when the awards vest or are settled, and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statement of cash flows. We adopted the guidance prospectively effective February 1, 2017. Amounts previously recorded to Additional paid-in capital related to windfall tax benefits prior to February 1, 2017 remain in Stockholders' equity.

•

The guidance eliminates the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) before companies can recognize them. We have applied the modified retrospective transition method upon adoption. The previously unrecognized excess tax effects were recorded as a deferred tax asset in the amount of $448.0 million, of which $447.8 million was fully offset by a valuation allowance, and the remaining $0.2 million resulted in a cumulative-effect adjustment to Accumulated deficit as of February 1, 2017.

ASU No. 2016-18

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230), which requires that a statement of cash flows explain the change during the period for the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for our fiscal year beginning February 1, 2018. We early adopted ASU No. 2016-18 retrospectively, effective February 1, 2017. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the condensed consolidated statement of cash flows, net cash flows for the three and six months ended July 31, 2016 increased by $4 million and $6 million, respectively.

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We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASU No. 2014-09 and ASU No. 2016-18. Select condensed consolidated balance sheet line items, which reflect the adoption of the new ASU's are as follows (in thousands):



	January 31, 2017
	As Previously Reported		Adjustments				As Adjusted
Assets
Trade and other receivables, net	$	383,908	$	25,872		a	$	409,780
Prepaid expenses and other current assets	88,336		(21,746		)	a	66,590
Deferred costs	27,537		23,793			a	51,330
Deferred costs, noncurrent	43,310		73,939			a	117,249
Liabilities
Unearned revenue	$	1,097,417	$	(11,205	)	a	$	1,086,212
Unearned revenue, noncurrent	135,970		(639		)	a	135,331

Select unaudited condensed consolidated statement of operations line items, which reflect the adoption of the new ASUs are as follows (in thousands, except per share data):



	Three Months Ended July 31, 2016
	As Previously Reported			Adjustments				As Adjusted
Revenues:
Subscription services	$	306,228		$	(158	)	a	$	306,070
Professional services	71,495			(3,908		)	a	67,587
Total revenues	377,723			(4,066		)	a	373,657
Costs and expenses:
Sales and marketing	139,177			(4,278		)	a	134,899
Operating loss	(86,897		)	212			a	(86,685		)
Net loss	$	(108,025	)	$	212		a	$	(107,813	)
Net loss per share, basic and diluted	$	(0.55	)	$	—		a	$	(0.55	)



	Six Months Ended July 31, 2016
	As Previously Reported			Adjustments				As Adjusted
Revenues:
Subscription services	$	586,231		$	7		a	$	586,238
Professional services	136,922			(1,826		)	a	135,096
Total revenues	723,153			(1,819		)	a	721,334
Costs and expenses:
Sales and marketing	266,668			(4,150		)	a	262,518
Operating loss	(160,546		)	2,331			a	(158,215		)
Net loss	$	(188,647	)	$	2,331		a	$	(186,316	)
Net loss per share, basic and diluted	$	(0.96	)	$	0.01		a	$	(0.95	)

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Select unaudited condensed consolidated statement of cash flows line items, which reflect the adoption of the new ASUs are as follows (in thousands):



	Three Months Ended July 31, 2016
	As Previously Reported			Adjustments				As Adjusted
Cash flows from operating activities
Net loss	$	(108,025	)	$	212		a	$	(107,813	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of deferred costs	6,140			4,777			a	10,917
Changes in operating assets and liabilities:
Trade and other receivables, net	(55,992		)	3,655			a	(52,337		)
Deferred costs	(10,486		)	(9,055		)	a	(19,541		)
Prepaid expenses and other assets	(11,902		)	1,832			a, b	(10,070		)
Unearned revenue	53,071			(1,157		)	a	51,914
Net cash provided by (used in) operating activities	6,258			264			b	6,522
Change in restricted cash	(4,000		)	4,000			b	—
Net cash provided by (used in) investing activities	(30,779		)	4,000			b	(26,779		)
Net increase (decrease) in cash and cash equivalents	925			4,264			b	5,189
Cash, cash equivalents and restricted cash at the beginning of period	404,604			1,351			b	405,955
Cash, cash equivalents and restricted cash at the end of period	$	405,529		$	5,615		b	$	411,144



	Six Months Ended July 31, 2016
	As Previously Reported			Adjustments				As Adjusted
Cash flows from operating activities
Net loss	$	(188,647	)	$	2,331		a	$	(186,316	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of deferred costs	12,013			9,343			a	21,356
Changes in operating assets and liabilities:
Trade and other receivables, net	45,055			927			a	45,982
Deferred costs	(15,274		)	(13,493		)	a	(28,767		)
Prepaid expenses and other assets	(12,678		)	4,996			a, b	(7,682		)
Unearned revenue	79,340			(2,489		)	a	76,851
Net cash provided by (used in) operating activities	167,724			1,615			b	169,339
Change in restricted cash	(4,000		)	4,000			b	—
Net cash provided by (used in) investing activities	(92,123		)	4,000			b	(88,123		)
Net increase (decrease) in cash and cash equivalents	105,442			5,615			b	111,057
Cash, cash equivalents and restricted cash at the end of period	$	405,529		$	5,615		b	$	411,144


a	Adjusted to reflect the adoption of ASU No. 2014-09, Revenue from Contracts with Customers.


b	Adjusted to reflect the adoption of ASU No. 2016-18, Statement of Cash Flows, Restricted Cash.

Summary of Significant Accounting Policies

Except for the accounting policies for revenue recognition, trade and other receivables, and deferred commissions that were updated as a result of adopting ASU No. 2014-09, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended January 31, 2017, filed with the SEC on March 20, 2017, that have had a material impact on our condensed consolidated financial statements and related notes.

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Revenue Recognition

We derive our revenues primarily from subscription services and professional services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We determine revenue recognition through the following steps:


•	Identification of the contract, or contracts, with a customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, we satisfy a performance obligation

Subscription Services Revenues

Subscription services revenues primarily consist of fees that provide customers access to one or more of our cloud applications for finance, human resources, and analytics, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription contracts are generally three years or longer in length, billed annually in advance, and non-cancelable.

Professional Services Revenues

Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of our consulting contracts are billed on a time and materials basis and revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed.

Contracts with Multiple Performance Obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the cloud applications sold, customer demographics, geographic locations, and the number and types of users within our contracts.

Trade and Other Receivables

Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts.

Deferred Commissions

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be five years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in Sales and marketing expenses in the accompanying condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC Topic 840 Leases. The guidance is effective for our fiscal year beginning February 1, 2019. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (Topic 740), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Prior to the issuance of this ASU, existing guidance prohibited the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. The guidance is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

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In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for our fiscal year beginning February 1, 2019. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

Note 3. Marketable Securities

At July 31, 2017, marketable securities consisted of the following (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Fair Value
U.S. agency obligations	$	979,868	$	2	$	(995	)	$	978,875
U.S. treasury securities	295,492		3		(140		)	295,355
Corporate bonds	222,987		8		(227		)	222,768
Commercial paper	418,897		—		—			418,897
Money market funds	81,669		—		—			81,669
	$	1,998,913	$	13	$	(1,362	)	$	1,997,564
Included in cash and cash equivalents	$	648,374	$	—	$	(1	)	$	648,373
Included in marketable securities	$	1,350,539	$	13	$	(1,361	)	$	1,349,191

At January 31, 2017, marketable securities consisted of the following (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Fair Value
U.S. agency obligations	$	908,874	$	179	$	(535	)	$	908,518
U.S. treasury securities	192,028		48		(25		)	192,051
Corporate bonds	290,272		42		(429		)	289,885
Commercial paper	323,106		—		—			323,106
Money market funds	24,425		—		—			24,425
	$	1,738,705	$	269	$	(989	)	$	1,737,985
Included in cash and cash equivalents	$	281,163	$	—	$	—		$	281,163
Included in marketable securities	$	1,457,542	$	269	$	(989	)	$	1,456,822

We do not believe the unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence, which includes our intent to hold these investments to maturity as of July 31, 2017. The unrealized losses on marketable securities which have been in a net loss position for 12 months or greater were not material as of July 31, 2017. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We consider all marketable securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities as current assets in the accompanying condensed consolidated balance sheets. Marketable securities on the condensed consolidated balance sheets consist of securities with original maturities at the time of purchase greater than three months and the remainder of the securities are reflected in cash and cash equivalents. We sold $181 million and $29 million of our marketable securities during the three months ended July 31, 2017 and 2016, respectively, and $190 million and $29 million of our marketable securities during the six months ended July 31, 2017 and 2016, respectively. The realized gains from the sales are immaterial.

Note 4. Fair Value Measurements

We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs that are supported by little or no market activity.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis and their assigned levels within the valuation hierarchy as of July 31, 2017 (in thousands):



Description	Level 1		Level 2		Level 3		Total
U.S. agency obligations	$	—	$	978,875	$	—	$	978,875
U.S. treasury securities	295,355		—		—		295,355
Corporate bonds	—		222,768		—		222,768
Commercial paper	—		418,897		—		418,897
Money market funds	81,669		—		—		81,669
Foreign currency derivative assets	—		257		—		257
Total assets	$	377,024	$	1,620,797	$	—	$	1,997,821
Foreign currency derivative liabilities	$	—	$	23,610	$	—	$	23,610
Total liabilities	$	—	$	23,610	$	—	$	23,610



Description	Level 1		Level 2		Level 3		Total
U.S. agency obligations	$	—	$	908,518	$	—	$	908,518
U.S. treasury securities	192,051		—		—		192,051
Corporate bonds	—		289,885		—		289,885
Commercial paper	—		323,106		—		323,106
Money market funds	24,425		—		—		24,425
Foreign currency derivative assets	—		7,909		—		7,909
Total assets	$	216,476	$	1,529,418	$	—	$	1,745,894
Foreign currency derivative liabilities	$	—	$	2,127	$	—	$	2,127
Total liabilities	$	—	$	2,127	$	—	$	2,127

Fair Value Measurements of Other Financial Instruments

The following table presents the carrying amounts and estimated fair values of our financial instruments that are not recorded at fair value in the condensed consolidated balance sheets (in thousands):



	July 31, 2017				January 31, 2017
	Net Carrying Amount Before Unamortized Debt Issuance Costs		Estimated Fair Value		Net Carrying Amount Before Unamortized Debt Issuance Costs		Estimated Fair Value
0.75% Convertible senior notes	$	333,768	$	435,750	$	325,620	$	402,259
1.50% Convertible senior notes	218,030		347,513		213,180		310,470

The difference between the principal amount of the notes, $350 million for the 0.75% convertible senior notes and $250 million for the 1.50% convertible senior notes, and the net carrying amount before unamortized debt issuance costs represents the unamortized debt discount (see Note 10). The estimated fair value of the convertible senior notes, which we have classified as Level 2 financial instruments, was determined based on the quoted bid price of the convertible senior notes in an over-the-counter market on the last trading day of each reporting period.

Based on the closing price of our common stock of $102.11 on July 31, 2017, the if-converted value of the 0.75% convertible senior notes and the if-converted value of the 1.50% convertible senior notes were greater than their respective principal amounts.

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Note 5. Deferred Costs

Deferred costs, which primarily consist of deferred sales commissions, were $172 million and $169 million as of July 31, 2017 and January 31, 2017, respectively. Amortization expense for the deferred costs was $14 million and $11 million for the three months ended July 31, 2017 and 2016, respectively, and $28 million and $21 million for the six months ended July 31, 2017 and 2016, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

Note 6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):



	July 31, 2017			January 31, 2017
Land	$	6,592		$	6,592
Buildings	174,262			115,302
Computers, equipment and software	362,979			323,311
Computers, equipment and software acquired under capital leases	14,639			18,298
Furniture and fixtures	28,376			24,462
Leasehold improvements	118,207			108,673
Property and equipment, gross⁽¹⁾	705,055			596,638
Less accumulated depreciation and amortization	(266,301		)	(230,761		)
Property and equipment, net	$	438,754		$	365,877


⁽¹⁾	Property and equipment, gross includes construction-in-progress for owned real estate projects of $147 million and $115 million that has not yet been placed in service as of July 31, 2017 and January 31, 2017, respectively.

Depreciation expense totaled $28 million and $22 million for the three months ended July 31, 2017 and 2016, respectively, and $55 million and $44 million for the six months ended July 31, 2017 and 2016, respectively. Interest costs capitalized to property and equipment totaled $2 million and $0.4 million for the three months ended July 31, 2017 and 2016, respectively, and $3 million and $0.6 million for the six months ended July 31, 2017 and 2016, respectively.

Note 7. Acquisition-related Intangible Assets, Net

Acquisition-related intangible assets, net consisted of the following (in thousands):



	July 31, 2017			January 31, 2017
Acquired developed technology	$	64,900		$	64,900
Customer relationship assets	1,000			1,000
	65,900			65,900
Less accumulated amortization	(26,790		)	(17,113		)
Acquisition-related intangible assets, net	$	39,110		$	48,787

Amortization expense related to acquired developed technology and customer relationship assets was $5 million and $1 million for the three months ended July 31, 2017 and 2016, respectively, and $10 million and $3 million for the six months ended July 31, 2017 and 2016, respectively.

As of July 31, 2017, our future estimated amortization expense related to acquired developed technology and customer relationship assets is as follows (in thousands):



Fiscal Period:
2018	$	9,609
2019	18,904
2020	10,281
2021	316
Total	$	39,110

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Note 8. Other Assets

Other assets consisted of the following (in thousands):



	July 31, 2017		January 31, 2017
Cost method investments	$	19,248	$	14,004
Acquired land leasehold interest, net	9,623		9,676
Deposits	4,081		3,488
Net deferred tax assets	3,753		4,336
Other	30,058		22,066
Total	$	66,763	$	53,570

Our cost method investments include investments in private companies in which we do not have the ability to exert significant influence. The investments are tested for impairment at least annually, and more frequently upon the occurrence of certain events.

Note 9. Derivative Instruments

Derivative Financial Instruments

We conduct business on a global basis in multiple foreign currencies, subjecting Workday to foreign currency risk. To mitigate this risk, we utilize hedging contracts as described below. We do not enter into any derivatives for trading or speculative purposes.

Our foreign currency contracts are classified within Level 2 of the fair value hierarchy because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

Cash Flow Hedges

We are exposed to foreign currency fluctuations resulting from customer contracts denominated in foreign currencies. We have a hedging program in which we enter into foreign currency forward contracts related to certain customer contracts. We designate these forward contracts as cash flow hedging instruments as the accounting criteria for such designation have been met. The effective portion of the gains or losses resulting from changes in the fair value of these hedges is recorded in Accumulated other comprehensive income (loss) ("OCI") on the condensed consolidated balance sheets and will be subsequently reclassified to the related revenue line item on the condensed consolidated statements of operations in the same period that the underlying revenues are earned. The changes in value of these contracts resulting from changes in forward points are excluded from the assessment of hedge effectiveness and are recorded as incurred in Other income (expense), net on the condensed consolidated statements of operations. Cash flows from such forward contracts are classified as operating activities.

As of July 31, 2017 and January 31, 2017, we had outstanding foreign currency forward contracts designated as cash flow hedges with total notional values of $404 million and $252 million, respectively. All contracts have maturities not greater than 25 months. The notional value represents the amount that will be bought or sold upon maturity of the forward contract.

Foreign Currency Forward Contracts not Designated as Hedges

We also enter into foreign currency forward contracts to hedge a portion of our net outstanding monetary assets and liabilities. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are recorded in Other income (expense), net on the condensed consolidated statements of operations. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities. Cash flows from such forward contracts are classified as operating activities.

As of July 31, 2017 and January 31, 2017, we had outstanding forward contracts with total notional values of $55 million and $51 million, respectively.

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The fair values of outstanding derivative instruments were as follows (in thousands):



	Condensed Consolidated Balance Sheets Location	July 31, 2017		January 31, 2017
Derivative Assets:
Foreign currency forward contracts designated as cash flow hedges	Prepaid expenses and other current assets and Other assets	$	167	$	7,149
Foreign currency forward contracts not designated as hedges	Prepaid expenses and other current assets	90		760
Derivative Liabilities:
Foreign currency forward contracts designated as cash flow hedges	Accrued expenses and other current liabilities and Other liabilities	$	21,925	$	1,605
Foreign currency forward contracts not designated as hedges	Accrued expenses and other current liabilities	1,685		522

Gains (losses) associated with foreign currency forward contracts designated as cash flow hedges were as follows (in thousands):



	Condensed Consolidated Statement of Operations and Statement of Comprehensive Loss Locations	Three Months Ended July 31,					Six Months Ended July 31,
		2017			2016		2017			2016
Gains (losses) recognized in OCI (effective portion) ⁽¹⁾	Net change in market value of effective foreign currency forward exchange contracts	$	(22,923	)	$	6,453	$	(23,898	)	$	(4,501	)
Gains (losses) reclassified from OCI into income (effective portion)	Revenues	473			143		707			253
Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion)	Other income (expense), net	767			165		1,390			316


⁽¹⁾	Of the total effective portion of foreign currency forward contracts designated as cash flow hedges as of July 31, 2017, net losses of $2 million are expected to be reclassified out of OCI within the next 12 months.

Gains (losses) associated with foreign currency forward contracts not designated as cash flow hedges were as follows (in thousands):



	Condensed Consolidated Statement of Operations Location	Three Months Ended July 31,					Six Months Ended July 31,
Derivative Type	Condensed Consolidated Statement of Operations Location	2017			2016		2017			2016
Foreign currency forward contracts not designated as hedges	Other income (expense), net	$	(2,619	)	$	1,098	$	(2,625	)	$	(541	)

We are subject to master netting agreements with certain counterparties of the foreign exchange contracts, under which we are permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is our policy to present the derivatives gross in the condensed consolidated balance sheets. Our foreign currency forward contracts are not subject to any credit contingent features or collateral requirements and we do not believe we are subject to significant counterparty concentration risk given the short-term nature, volume, and size of the derivative contracts outstanding.

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As of July 31, 2017, information related to these offsetting arrangements was as follows (in thousands):



	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets		Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets					Net Assets Exposed
	Gross Amounts of Recognized Assets						Financial Instruments			Cash Collateral Received		Net Assets Exposed
Derivative Assets:
Counterparty A	$	11	$	—	$	11	$	(11	)	$	—	$	—
Counterparty B	244		—		244		(244		)	—		—
Counterparty C	2		—		2		(2		)	—		—
Total	$	257	$	—	$	257	$	(257	)	$	—	$	—



	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets		Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets					Net Liabilities Exposed
	Gross Amounts of Recognized Liabilities						Financial Instruments			Cash Collateral Pledged		Net Liabilities Exposed
Derivative Liabilities:
Counterparty A	$	3,804	$	—	$	3,804	$	(11	)	$	—	$	3,793
Counterparty B	17,283		—		17,283		(244		)	—		17,039
Counterparty C	2,486		—		2,486		(2		)	—		2,484
Counterparty D	37		—		37		—			—		37
Total	$	23,610	$	—	$	23,610	$	(257	)	$	—	$	23,353

Note 10. Convertible Senior Notes, Net

Convertible Senior Notes

In June 2013, we issued 0.75% convertible senior notes due July 15, 2018 ("2018 Notes") with a principal amount of $350 million. The 2018 Notes are unsecured, unsubordinated obligations, and interest is payable in cash in arrears at a fixed rate of 0.75% on January 15 and July 15 of each year. The 2018 Notes mature on July 15, 2018 unless repurchased or converted in accordance with their terms prior to such date. We cannot redeem the 2018 Notes prior to maturity.

Concurrently, we issued 1.50% convertible senior notes due July 15, 2020 ("2020 Notes") with a principal amount of $250 million (together with the 2018 Notes, referred to as "the Notes"). The 2020 Notes are unsecured, unsubordinated obligations, and interest is payable in cash in arrears at a fixed rate of 1.50% on January 15 and July 15 of each year. The 2020 Notes mature on July 15, 2020 unless repurchased or converted in accordance with their terms prior to such date. We cannot redeem the 2020 Notes prior to maturity.

The terms of the Notes are governed by Indentures by and between us and Wells Fargo Bank, National Association, as Trustee ("the Indentures"). Upon conversion, holders of the Notes will receive cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election.

For the 2018 Notes, the initial conversion rate is 12.0075 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $83.28 per share of Class A common stock, subject to adjustment. Prior to the close of business on March 14, 2018, the conversion is subject to the satisfaction of certain conditions as described below. For the 2020 Notes, the initial conversion rate is 12.2340 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $81.74 per share of Class A common stock, subject to adjustment. Prior to the close of business on March 13, 2020, the conversion is subject to the satisfaction of certain conditions, as described below.

Holders of the Notes who convert their Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indentures) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the Indentures), holders of the Notes may require us to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest.

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Holders of the Notes may convert all or a portion of their Notes prior to the close of business on March 14, 2018 for the 2018 Notes and March 13, 2020 for the 2020 Notes, in multiples of $1,000 principal amount, only under the following circumstances:


•	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 calendar 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.

In accounting for the issuance of the Notes, we separated each of the Notes into liability and equity components. The carrying amounts of the liability components were calculated by measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity components representing the conversion option were determined by deducting the fair value of the liability components from the par value of the respective Notes. These differences represent debt discounts that are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the respective terms of the Notes. The equity components are not remeasured as long as they continue to meet the conditions for equity classification.

We allocated the total issuance costs incurred to the Notes on a prorated basis using the aggregate principal balances. In accounting for the issuance costs related to the Notes, we allocated the total amount of issuance costs incurred to liability and equity components. Issuance costs attributable to the liability components are being amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the respective terms of the Notes. The issuance costs attributable to the equity components were netted against the respective equity components in Additional paid-in capital. For the 2018 Notes, we recorded liability issuance costs of $7 million and equity issuance costs of $2 million. Amortization expense for the liability issuance costs was $0.4 million and $0.7 million for each of the three and six month periods ended July 31, 2017 and 2016, respectively. For the 2020 Notes, we recorded liability issuance costs of $5 million and equity issuance costs of $2 million. Amortization expense for the liability issuance costs was $0.2 million and $0.3 million for each of the three and six month periods ended July 31, 2017 and 2016, respectively.

The Notes, net consisted of the following (in thousands):



	July 31, 2017						January 31, 2017
	2018 Notes			2020 Notes			2018 Notes			2020 Notes
Principal amounts:
Principal	$	350,000		$	250,000		$	350,000		$	250,000
Unamortized debt discount	(16,232		)	(31,970		)	(24,380		)	(36,820		)
Net carrying amount before unamortized debt issuance costs	333,768			218,030			325,620			213,180
Unamortized debt issuance costs	(1,346		)	(1,992		)	(2,050		)	(2,327		)
Net carrying amount	$	332,422		$	216,038		$	323,570		$	210,853
Carrying amount of the equity component ⁽¹⁾	$	74,892		$	66,007		$	74,892		$	66,007


⁽¹⁾	Included in the condensed consolidated balance sheets within Additional paid-in capital, net of $2 million and $2 million for the 2018 Notes and 2020 Notes, respectively, in equity issuance costs.

As of July 31, 2017, the 2018 Notes have a remaining life of approximately 11 months and are classified as current on the condensed consolidated balance sheet. The 2020 Notes have a remaining life of 35 months and are classified as non-current on the condensed consolidated balance sheet.

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The effective interest rates of the liability components of the 2018 Notes and 2020 Notes are 5.75% and 6.25%, respectively. These interest rates were based on the interest rates of similar liabilities at the time of issuance that did not have associated convertible features. The following table sets forth total interest expense recognized related to the Notes (in thousands):



	Three Months Ended July 31,								Six Months Ended July 31,
	2017				2016				2017				2016
	2018 Notes		2020 Notes		2018 Notes		2020 Notes		2018 Notes		2020 Notes		2018 Notes		2020 Notes
Contractual interest expense	$	657	$	937	$	657	$	937	$	1,313	$	1,875	$	1,313	$	1,875
Interest cost related to amortization of debt issuance costs	352		167		352		170		704		335		704		337
Interest cost related to amortization of the debt discount	4,104		2,444		3,873		2,295		8,148		4,850		7,692		4,556

We capitalized interest costs related to the Notes of $2 million and $0.4 million for the three months ended July 31, 2017 and 2016, respectively, and $3 million and $0.6 million for the six months ended July 31, 2017 and 2016, respectively.

Notes Hedges

In connection with the issuance of the Notes, we entered into convertible note hedge transactions with respect to our Class A common stock ("Purchased Options"). The Purchased Options cover, subject to anti-dilution adjustments substantially identical to those in the Notes, approximately 7.3 million shares of our Class A common stock and are exercisable upon conversion of the Notes. The Purchased Options have initial exercise prices that correspond to the initial conversion prices of the 2018 Notes and 2020 Notes, respectively, subject to anti-dilution adjustments substantially similar to those in the Notes. The Purchased Options will expire in 2018 for the 2018 Notes and in 2020 for the 2020 Notes, if not earlier exercised. The Purchased Options are intended to offset potential economic dilution to our Class A common stock upon any conversion of the Notes. The Purchased Options are separate transactions and are not part of the terms of the Notes.

We paid an aggregate amount of $144 million for the Purchased Options, which is included in Additional paid-in capital in the condensed consolidated balance sheets.

Warrants

In connection with the issuance of the Notes, we also entered into warrant transactions to sell warrants ("the Warrants") to acquire, subject to anti-dilution adjustments, up to approximately 4.2 million shares in July 2018 and 3.1 million shares in July 2020 of our Class A common stock at an exercise price of $107.96 per share. If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of our Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants will have a dilutive effect on our earnings per share assuming that we are profitable. The Warrants are separate transactions, and are not part of the terms of the Notes or the Purchased Options.

We received aggregate proceeds of $93 million from the sale of the Warrants, which is recorded in Additional paid-in capital in the condensed consolidated balance sheets.

Note 11. Commitments and Contingencies

Facility and Computing Infrastructure-related Commitments

We have entered into non-cancelable agreements for certain of our offices and data centers with various expiration dates. Certain of our office leases are with an affiliate of our Chairman, David Duffield, who is also a significant stockholder (see Note 17). Our operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. This includes payments for office and data center square footage, as well as data center power capacity for certain data centers. We generally recognize these expenses on a straight-line basis over the period in which we benefit from the lease and we have accrued for rent expense incurred but not paid. Total rent expense was $20 million and $17 million for the three months ended July 31, 2017 and 2016, respectively, and $39 million and $34 million for the six months ended July 31, 2017 and 2016, respectively.

In January 2014, we entered into a 95-year lease for a 6.9-acre parcel of vacant land in Pleasanton, California, under which we paid $2 million for base rent from commencement through December 31, 2020. Annual rent payments of $0.2 million plus increases based on increases in the consumer price index begin on January 1, 2021 and continue through the end of the lease.

Additionally, we have entered into a non-cancelable agreement with a computing infrastructure vendor that expires on October 31, 2024.

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Legal Matters

We are a party to various legal proceedings and claims which arise in the ordinary course of business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. In our opinion, as of July 31, 2017, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies.

Note 12. Common Stock and Stockholders’ Equity

Common Stock

As of July 31, 2017, there were 134 million shares of Class A common stock and 74 million shares of Class B common stock outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 10 votes per share. Each share of Class B common stock can be converted into a share of Class A common stock at any time at the option of the holder.

Employee Equity Plans

Our 2012 Equity Incentive Plan ("EIP") serves as the successor to our 2005 Stock Plan (together with the EIP, the "Stock Plans"). Pursuant to the terms of the EIP, the share reserve increased by 10 million shares in March 2017, and as of July 31, 2017, we had approximately 62 million shares of Class A common stock available for future grants.

We also have a 2012 Employee Stock Purchase Plan ("ESPP"). Under the ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 1 and December 1 and exercisable on or about the succeeding November 30 and May 31, respectively, of each year. Pursuant to the terms of the ESPP, the share reserve increased by 2 million shares in March 2017. As of July 31, 2017, 7 million shares of Class A common stock were available for issuance under the ESPP.

Stock Options

The Stock Plans provide for the issuance of incentive and nonstatutory options to employees and non-employees. Options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years and generally vest over five years. A summary of information related to stock option activity during the six months ended July 31, 2017 is as follows:



	Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in millions)
Balance as of January 31, 2017	9,096,592		$	4.34	$	716
Stock options granted	—		—
Stock options exercised	(1,587,000	)	4.60
Stock options canceled	(7,975	)	7.95
Balance as of July 31, 2017	7,501,617		$	4.28	$	734
Vested and expected to vest as of July 31, 2017	7,501,012		$	4.28	$	734
Exercisable as of July 31, 2017	7,485,406		$	4.25	$	732

As of July 31, 2017, there was a total of $1 million in unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted-average period of approximately five months.

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Restricted Stock Units

The Stock Plans provide for the issuance of restricted stock units ("RSUs") to employees. RSUs generally vest over four years. A summary of information related to RSU activity during the six months ended July 31, 2017 is as follows:



	Number of Shares		Weighted-Average Grant Date Fair Value
Balance as of January 31, 2017	11,502,721		$	78.45
RSUs granted	6,240,657		85.03
RSUs vested	(3,194,939	)	77.38
RSUs forfeited	(582,767	)	76.77
Balance as of July 31, 2017	13,965,672		$	81.71

As of July 31, 2017, there was a total of $1.0 billion in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately three years.

Performance-based Restricted Stock Units

During fiscal 2017, 0.3 million shares of performance-based restricted stock units ("PRSUs") were granted to all employees other than executive management and included both service conditions and performance conditions related to company-wide goals . These performance conditions were met and the PRSUs vested on March 15, 2017. During the six months ended July 31, 2017, we recognized $6 million in compensation cost related to these PRSUs.

Additionally, during the second quarter of fiscal 2018, 0.3 million shares of PRSUs were granted to all employees other than executive management and included both service conditions and performance conditions related to company-wide goals. We expect to grant additional shares related to this program for employees hired in fiscal 2018. These PRSU awards will vest if the performance conditions are achieved for the fiscal year ended January 31, 2018 and if the individual employee continues to provide service through the vesting date of March 15, 2018. During the three and six months ended July 31, 2017, we recognized $6 million in compensation cost related to these PRSUs, and there is a total of $28 million in unrecognized compensation cost which is expected to be recognized over a weighted-average period of approximately seven months.

Note 13. Unearned Revenue and Performance Obligations

$398 million and $282 million of subscription services revenue was recognized during the three months ended July 31, 2017 and 2016, respectively, that was included in the unearned revenue balances at the beginning of the respective periods. $759 million and $533 million of subscription services revenue was recognized during the six months ended July 31, 2017 and 2016, respectively, that was included in the unearned revenue balances at the beginning of the respective periods. Professional services revenue recognized in the same periods from unearned revenue balances at the beginning of the respective periods was not material.

Transaction Price Allocated to the Remaining Performance Obligations

As of July 31, 2017, approximately $4.4 billion of revenue is expected to be recognized from remaining performance obligations for subscription contracts. We expect to recognize revenue on approximately two thirds of these remaining performance obligations over the next 24 months, with the balance recognized thereafter. Revenue from remaining performance obligations for professional services contracts as of July 31, 2017 was not material.

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Note 14. Other Income (Expense), Net

Other income (expense), net consisted of the following (in thousands):



	Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2017			2016
Interest income	$	5,051		$	2,897		$	9,080		$	5,111
Interest expense ⁽¹⁾	(6,840		)	(7,914		)	(13,826		)	(15,945		)
Gain from sale of cost method investment	526			65			526			65
Impairment of cost method investment	—			(15,000		)	—			(15,000		)
Other income (expense)	2,201			(1,241		)	3,495			(1,262		)
Other income (expense), net	$	938		$	(21,193	)	$	(725	)	$	(27,031	)


⁽¹⁾	Interest expense includes the contractual interest expense related to the 2018 Notes and 2020 Notes and non-cash interest related to amortization of the debt discount and debt issuance costs, net of capitalized interest costs (see Note 10).

Note 15. Income Taxes

We compute the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss and adjust for discrete tax items in the period. We reported a tax expense of $4 million and $1 million for the six months ended July 31, 2017 and 2016, respectively. The income tax provision for the six months ended July 31, 2017 was primarily attributable to state taxes and income tax expense in profitable foreign jurisdictions. The income tax provision for the six months ended July 31, 2016 was primarily attributable to $2 million state taxes and income tax expenses in profitable foreign jurisdictions, partially offset by a $1 million benefit from the release of valuation allowances related to certain acquired intangible assets from a business acquisition.

We are subject to income tax audits in the U.S. and foreign jurisdictions. We record liabilities related to uncertain tax positions and believe that we have provided adequate reserves for income tax uncertainties in all open tax years. Due to our history of tax losses, all years remain open to tax audit.

We periodically evaluate the realizability of our net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on our ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. As of July 31, 2017, we continue to maintain a full valuation allowance on our deferred tax assets except for certain jurisdictions.

Note 16. Net Loss Per Share

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including our outstanding stock options, outstanding warrants, common stock related to unvested early exercised stock options, common stock related to unvested restricted stock units and awards and convertible senior notes to the extent dilutive, and common stock issuable pursuant to the ESPP. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The net loss per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common shares and Class B common shares as if the loss for the year had been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis.

We consider shares issued upon the early exercise of options subject to repurchase and unvested restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares. In future periods, to the extent we are profitable, we will subtract earnings allocated to these participating securities from net income to determine net income attributable to common stockholders.

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The following table presents the calculation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share data):



	Three Months Ended July 31,												Six Months Ended July 31,
	2017						2016						2017						2016
	2017						* As Adjusted						2017						* As Adjusted
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Net loss per share, basic and diluted:
Numerator:
Allocation of distributed net loss	$	(52,997	)	$	(29,535	)	$	(65,950	)	$	(41,863	)	$	(93,625	)	$	(52,951	)	$	(113,315	)	$	(73,001	)
Denominator:
Weighted-average common shares outstanding	132,940			74,088			120,642			76,581			131,232			74,221			119,136			76,751
Basic and diluted net loss per share	$	(0.40	)	$	(0.40	)	$	(0.55	)	$	(0.55	)	$	(0.71	)	$	(0.71	)	$	(0.95	)	$	(0.95	)


*	Adjusted to reflect adoption of ASU No. 2014-09, Revenue from Contracts with Customers. For further information, see Note 2.

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows (in thousands):



	As of July 31,
	2017	2016
Outstanding common stock options	7,502	10,743
Shares subject to repurchase	30	363
Unvested restricted stock awards, units, and PRSUs	14,414	12,993
Shares related to the convertible senior notes	7,261	7,261
Shares subject to warrants related to the issuance of convertible senior notes	7,261	7,261
Shares issuable pursuant to the ESPP	375	359
	36,843	38,980

Note 17. Related Party Transactions

We currently lease certain office space from an affiliate of our Chairman, Mr. Duffield, adjacent to our corporate headquarters in Pleasanton, California under various lease agreements. The average term of the agreements is 10 years and the total rent due under the agreements is $9 million for the fiscal year ended January 31, 2018, and $91 million in total. Rent expense under these agreements was $2 million for each of the three month periods ended July 31, 2017 and 2016, and $4 million for each of the six month periods ended July 31, 2017 and 2016.

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Note 18. Geographic Information

Disaggregation of Revenue

We sell our subscription contracts and related services in two primary geographical markets: to customers located in the United States, and to customers located outside of the United States. Revenue by geography is generally based on the address of the customer as specified in our master subscription agreement. The following table sets forth revenue by geographic area (in thousands):



	Three Months Ended July 31,				Six Months Ended July 31,
	2017		2016		2017		2016
	2017		*As Adjusted		2017		*As Adjusted
United States	$	419,466	$	307,090	$	802,637	$	593,439
Other countries	105,854		66,567		202,544		127,895
Total	$	525,320	$	373,657	$	1,005,181	$	721,334


*	Adjusted to reflect adoption of ASU No. 2014-09, Revenue from Contracts with Customers. For further information, see Note 2.

No single country other than the United States had revenues greater than 10% of total revenues for the three and six months ended July 31, 2017 and 2016. No customer individually accounted for more than 10% of our trade and other receivables, net as of July 31, 2017 or January 31, 2017.

Long-Lived Assets

We attribute our long-lived assets, which primarily consist of property and equipment, to a country based on the physical location of the assets. The following table sets forth property and equipment by geographic area (in thousands):



	July 31, 2017		January 31, 2017
United States	$	382,634	$	321,442
Ireland	46,019		35,720
Other countries	10,101		8,715
Total	$	438,754	$	365,877

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the "Risk Factors" section. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied by the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activities, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, as well as in the section entitled "Risk Factors."

Overview

We were founded in 2005 to deliver cloud applications to global enterprises. Our applications are designed around the way people work today—in an environment that is global, collaborative, fast-paced and mobile. Our cycle of frequent updates has facilitated rapid innovation and the introduction of new applications throughout our history. We began offering our Human Capital Management ("HCM") application in 2006, and our Financial Management application in 2007. Since then we have continued to invest in innovation and have consistently introduced new services to our customers.

We offer Workday applications to our customers on an enterprise-wide subscription basis, typically with three-year or longer terms and with subscription fees largely based on the size of the customer’s workforce. We generally recognize revenues from subscription fees ratably over the term of the contract. We currently derive a substantial majority of our subscription services revenues from subscriptions to our HCM application. We market our applications through our direct sales force.

Our diverse customer base includes medium-sized and large, global companies. We have achieved significant growth in a relatively short period of time with a substantial amount of our growth coming from new customers. Our current financial focus is on growing our revenues and expanding our customer base. While we are incurring losses today, 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. Our operating expenses have increased significantly in absolute dollars in recent periods, primarily due to the significant growth of our employee population. We had approximately 7,400 and approximately 6,000 employees as of July 31, 2017 and 2016, respectively.

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We intend to continue investing for long-term growth. We have invested, and expect to continue to invest, heavily in our application development efforts to deliver additional compelling applications and to address customers’ evolving needs. In addition, we plan to continue to expand our ability to sell our applications globally, particularly in Europe and Asia, by investing in product development and customer support to address the business needs of local markets, increasing our sales and marketing organizations, acquiring, building and/or leasing additional office space, and expanding our ecosystem of services partners to support local deployments. We expect to make further significant investments in our data center infrastructure as we plan for future growth. We are also investing in personnel to service our growing customer base. These investments will increase our costs on an absolute basis in the near-term. Many of these investments will occur in advance of experiencing any direct benefit from them and will make it difficult to determine if we are allocating our resources efficiently. We expect our product development, sales and marketing, and general and administrative expenses as a percentage of total revenues to decrease over time as we grow our revenues, and we anticipate that we will gain economies of scale by increasing our customer base without direct incremental development costs and by utilizing more of the capacity of our data centers.

Since inception, we have invested heavily in our professional services organization to help ensure that customers successfully deploy and adopt our applications. Additionally, we continue to expand our professional services partner ecosystem to further support our customers. We believe our investment in professional services, as well as partners building consulting practices around Workday, will drive additional customer subscriptions and continued growth in revenues. Due to the expanding partner ecosystem, we expect that the rate of professional services revenue growth will decline over time and continue to be lower than subscription revenue growth.

Components of Results of Operations

Revenues

We primarily derive our revenues from subscription services and professional services. Subscription services revenues primarily consist of fees that give our customers access to our cloud applications, which include related customer support. Professional services fees include deployment services, optimization services, and training.

Subscription services revenues accounted for 83% of our total revenues during the three and six months ended July 31, 2017 and represented 96% of our total unearned revenue as of July 31, 2017. Subscription services revenues are driven primarily by the number of customers, the number of workers at each customer, the specific applications subscribed to by each customer, and the price of our applications.

The mix of the applications to which a customer subscribes can affect our financial performance due to price differentials in our applications. Pricing for our applications varies based on many factors, including the maturity of the application and its acceptance in the marketplace. New products or services offerings by competitors in the future could also impact the mix and pricing of our offerings.

Subscription services revenues are recognized over time as they are delivered and consumed concurrently over the contractual term, beginning on the date our service is made available to the customer. Our subscription contracts typically have a term of three years or longer and are generally non-cancelable. We generally invoice our customers annually in advance. Amounts that have been invoiced are initially recorded as unearned revenue.

The majority of our consulting engagements are billed on a time and materials basis, and revenues are typically recognized over time as the services are performed. In some cases, we supplement our consulting teams by subcontracting resources from our service partners and deploying them on customer engagements. As our professional services organization and the Workday-related consulting practices of our partner firms continue to develop, we expect the partners to increasingly contract directly with our subscription customers. As a result of this trend, and the increase of our subscription services revenues, we expect professional services revenues as a percentage of total revenues to decline over time.

Costs and Expenses

Costs of subscription services revenues. Costs of subscription services revenues consist primarily of employee-related expenses related to hosting our applications and providing customer support, the costs of data center capacity, and depreciation of computer equipment and software.

Costs of professional services revenues. Costs of professional services revenues consist primarily of employee-related expenses associated with these services, the cost of subcontractors and travel.

Product development. Product development expenses consist primarily of employee-related costs. We continue to focus our product development efforts on adding new features and applications, increasing the functionality and enhancing the ease of use of our cloud applications.

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Sales and marketing. Sales and marketing expenses consist primarily of employee-related costs, sales commissions, marketing programs and travel. Marketing programs consist of advertising, events, corporate communications, brand building and product marketing activities. Sales commissions are considered incremental costs of obtaining a contract with a customer and are deferred and amortized. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be five years. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period.

General and administrative. General and administrative expenses consist of employee-related costs for finance and accounting, legal, human resources and management information systems personnel, professional fees and other corporate expenses.

Results of Operations

Revenues

Our total revenues for the three and six months ended July 31, 2017 and 2016 were as follows (in thousands, except percentages):



	Three Months Ended July 31,					Six Months Ended July 31,
	2017		2016		% Change	2017		2016		% Change
	2017		*As Adjusted		% Change	2017		*As Adjusted		% Change
Revenues:
Subscription services	$	434,527	$	306,070	42%	$	834,263	$	586,238	42%
Professional services	90,793		67,587		34%	170,918		135,096		27%
Total revenues	$	525,320	$	373,657	41%	$	1,005,181	$	721,334	39%


*	See Note 2 of the notes to the condensed consolidated financial statements for a summary of adjustments.

Total revenues were $525 million for the three months ended July 31, 2017, compared to $374 million during the prior year period, an increase of $151 million, or 41%. Subscription services revenues were $434 million for the three months ended July 31, 2017, compared to $306 million for the prior year period, an increase of $128 million, or 42%. The increase in subscription services revenues was due primarily to an increased number of customer contracts as compared to the prior year period. Professional services revenues were $91 million for the three months ended July 31, 2017, compared to $68 million for the prior year period, an increase of $23 million, or 34%. The increase in professional services revenues was due primarily to the addition of new customers and a greater number of customers requesting deployment and integration services.

Total revenues were $1.0 billion for the six months ended July 31, 2017, compared to $721 million during the prior year period, an increase of $284 million, or 39%. Subscription services revenues were $834 million for the six months ended July 31, 2017, compared to $586 million for the prior year period, an increase of $248 million, or 42%. The increase in subscription services revenues was due primarily to an increased number of customer contracts as compared to the prior year period. Professional services revenues were $171 million for the six months ended July 31, 2017, compared to $135 million for the prior year period, an increase of $36 million, or 27%. The increase in professional services revenues was due primarily to the addition of new customers and a greater number of customers requesting deployment and integration services.

Operating Expenses

GAAP operating expenses were $607 million for the three months ended July 31, 2017, compared to $460 million for the prior year period, an increase of $147 million, or 32%. The increase was primarily due to increases of $107 million in employee-related costs driven by higher headcount, $9 million in depreciation and amortization expense, $6 million in facility and IT-related expenses, and $6 million in service contracts expense to expand data center capacity.

GAAP operating expenses were $1.1 billion for the six months ended July 31, 2017, compared to $880 million for the prior year period, an increase of $267 million, or 30%. The increase was primarily due to increases of $200 million in employee-related costs driven by higher headcount, $18 million in depreciation and amortization expense, $11 million in facility and IT-related expenses, and $10 million in service contracts expense to expand data center capacity.

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We use the non-GAAP financial measure of non-GAAP operating expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate our financial performance and the ability of operations to generate cash. We believe that non-GAAP operating expenses reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business, as they exclude expenses that are not reflective of ongoing operating results. We also believe that non-GAAP operating expenses provide useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

Non-GAAP operating expenses are calculated by excluding share-based compensation expenses, and certain other expenses, which consist of employer payroll tax-related items on employee stock transactions and amortization of acquisition-related intangible assets.

Non-GAAP operating expenses were $476 million for the three months ended July 31, 2017, compared to $368 million for the prior year period, an increase of $108 million, or 29%. The increase was primarily due to increases of $73 million in employee-related costs driven by higher headcount, $6 million in depreciation and amortization expense, $6 million in facility and IT-related expenses, and $6 million in service contracts expense to expand data center capacity.

Non-GAAP operating expenses were $895 million for the six months ended July 31, 2017, compared to $702 million for the prior year period, an increase of $193 million, or 27%. The increase was primarily due to increases of $133 million in employee-related costs driven by higher headcount, $11 million in depreciation and amortization expense, $11 million in facility and IT-related expenses, and $10 million in service contracts expense to expand data center capacity.

Reconciliations of our GAAP to non-GAAP operating expenses were as follows (in thousands):



	Three Months Ended July 31, 2017
	GAAP Operating Expenses		Share-Based Compensation Expenses ⁽¹⁾			Other Operating Expenses ⁽²⁾			Non-GAAP Operating Expenses ⁽³⁾
Costs of subscription services	$	65,931	$	(6,580	)	$	(208	)	$	59,143
Costs of professional services	92,264		(9,301		)	(379		)	82,584
Product development	221,103		(56,923		)	(6,602		)	157,578
Sales and marketing	171,952		(25,942		)	(1,126		)	144,884
General and administrative	55,699		(22,777		)	(754		)	32,168
Total costs and expenses	$	606,949	$	(121,523	)	$	(9,069	)	$	476,357



	Three Months Ended July 31, 2016
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses⁽¹⁾			Other Operating Expenses ⁽²⁾			Non-GAAP Operating Expenses ⁽³⁾
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses⁽¹⁾			Other Operating Expenses ⁽²⁾			*As Adjusted
Costs of subscription services	$	51,379	$	(4,968	)	$	(133	)	$	46,278
Costs of professional services	66,473		(5,969		)	(226		)	60,278
Product development	161,886		(38,314		)	(2,566		)	121,006
Sales and marketing	134,899		(20,844		)	(707		)	113,348
General and administrative	45,705		(18,127		)	(924		)	26,654
Total costs and expenses	$	460,342	$	(88,222	)	$	(4,556	)	$	367,564



	Six Months Ended July 31, 2017
	GAAP Operating Expenses		Share-Based Compensation Expenses ⁽¹⁾			Other Operating Expenses ⁽²⁾			Non-GAAP Operating Expenses ⁽³⁾
Costs of subscription services	$	125,729	$	(12,271	)	$	(754	)	$	112,704
Costs of professional services	169,177		(17,322		)	(1,285		)	150,570
Product development	417,542		(107,952		)	(15,564		)	294,026
Sales and marketing	327,661		(49,101		)	(2,800		)	275,760
General and administrative	106,901		(42,665		)	(2,072		)	62,164
Total costs and expenses	$	1,147,010	$	(229,311	)	$	(22,475	)	$	895,224

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	Six Months Ended July 31, 2016
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses⁽¹⁾			Other Operating Expenses ⁽²⁾			Non-GAAP Operating Expenses ⁽³⁾
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses⁽¹⁾			Other Operating Expenses ⁽²⁾			*As Adjusted
Costs of subscription services	$	100,579	$	(9,365	)	$	(452	)	$	90,762
Costs of professional services	125,900		(11,262		)	(716		)	113,922
Product development	303,664		(71,282		)	(6,360		)	226,022
Sales and marketing	262,518		(39,846		)	(1,797		)	220,875
General and administrative	86,888		(34,702		)	(1,736		)	50,450
Total costs and expenses	$	879,549	$	(166,457	)	$	(11,061	)	$	702,031


⁽¹⁾	Share-based compensation expenses were $122 million and $88 million for the three months ended July 31, 2017 and 2016, respectively, and $229 million and $166 million for the six months ended July 31, 2017 and 2016, respectively. The increase in share-based compensation expenses was primarily due to grants of RSUs to existing and new employees.

⁽²⁾

Other operating expenses include employer payroll tax-related items on employee stock transactions of $4 million and $3 million for the three months ended July 31, 2017 and 2016, respectively, and $13 million and $8 million for the six months ended July 31, 2017 and 2016, respectively. In addition, other operating expenses included amortization of acquisition-related intangible assets of $5 million and $1 million for the three months ended July 31, 2017 and 2016, respectively, and $9 million and $3 million for the six months ended July 31, 2017 and 2016, respectively.


⁽³⁾	See "Non-GAAP Financial Measures" below for further information.


*	See Note 2 of the notes to the condensed consolidated financial statements for a summary of adjustments.

Costs of Subscription Services

See the table above for a reconciliation of GAAP to non-GAAP operating expenses.

GAAP operating expenses in costs of subscription services were $66 million for the three months ended July 31, 2017, compared to $51 million for the prior year period, an increase of $15 million, or 29%. The increase was primarily due to increases of $5 million in employee-related costs driven by higher headcount, $6 million in depreciation expense related to our data centers, and $3 million in facility and IT-related expenses.

GAAP operating expenses in costs of subscription services were $126 million for the six months ended July 31, 2017, compared to $101 million for the prior year period, an increase of $25 million or 25%. The increase was primarily due to increases of $10 million in employee-related costs driven by higher headcount, $9 million in depreciation expense related to our data centers, and $5 million in facility and IT-related expenses.

Non-GAAP operating expenses in costs of subscription services were $59 million for the three months ended July 31, 2017, compared to $46 million for the prior year period, an increase of $13 million, or 28%. The increase was primarily due to increases of $6 million in depreciation expense related to our data centers, $4 million in employee-related costs driven by higher headcount, and $3 million in facility and IT-related expenses.

Non-GAAP operating expenses in costs of subscription services were $113 million for the six months ended July 31, 2017, compared to $91 million for the prior year period, an increase of $22 million, or 24%. The increase was primarily due to increases of $9 million in depreciation expense related to our data centers, $7 million in employee-related costs driven by higher headcount, and $5 million in facility and IT-related expenses.

We expect that GAAP and non-GAAP operating expenses in costs of subscription services will continue to increase in absolute dollars as we improve and expand our data center capacity and operations.

Costs of Professional Services

See the table above for a reconciliation of GAAP to non-GAAP operating expenses.

GAAP operating expenses in costs of professional services were $92 million for the three months ended July 31, 2017, compared to $66 million for the prior year period, an increase of $26 million, or 39%. The increase was primarily due to additional costs of $21 million to staff our deployment and integration engagements.

GAAP operating expenses in costs of professional services were $169 million for the six months ended July 31, 2017, compared to $126 million for the prior year period, an increase of $43 million, or 34%. The increase was primarily due to additional costs of $36 million to staff our deployment and integration engagements.

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Non-GAAP operating expenses in costs of professional services were $83 million for the three months ended July 31, 2017, compared to $60 million for the prior year period, an increase of $23 million, or 38%. The increase was primarily due to additional costs of $18 million to staff our deployment and integration engagements.

Non-GAAP operating expenses in costs of professional services were $151 million for the six months ended July 31, 2017, compared to $114 million for the prior year period, an increase of $37 million, or 32%. The increase was primarily due to additional costs of $30 million to staff our deployment and integration engagements.

Going forward, we expect GAAP and non-GAAP costs of professional services as a percentage of total revenues to continue to decline as we increasingly rely on our service partners to deploy our applications and as the number of our customers continues to grow. For fiscal 2018, we anticipate GAAP and non-GAAP professional services margins to be lower than fiscal 2017 as we invest in programs to ensure ongoing customer success.

Product Development

See the table above for a reconciliation of GAAP to non-GAAP operating expenses.

GAAP operating expenses in product development were $221 million for the three months ended July 31, 2017, compared to $162 million for the prior year period, an increase of $59 million, or 36%. The increase was primarily due to increases of $46 million in employee-related costs driven by higher headcount and $8 million in facility and IT-related expenses.

GAAP operating expenses in product development were $418 million for the six months ended July 31, 2017, compared to $304 million for the prior year period, an increase of $114 million, or 38%. The increase was primarily due to increases of $88 million in employee-related costs driven by higher headcount and $14 million in facility and IT-related expenses.

Non-GAAP operating expenses in product development were $158 million for the three months ended July 31, 2017, compared to $121 million for the prior year period, an increase of $37 million, or 31%. The increase was primarily due to increases of $27 million in employee-related costs driven by higher headcount and $8 million in facility and IT-related expenses.

Non-GAAP operating expenses in product development were $294 million for the six months ended July 31, 2017, compared to $226 million for the prior year period, an increase of $68 million, or 30%. The increase was primarily due to increases of $49 million in employee-related costs driven by higher headcount and $14 million in facility and IT-related expenses.

We expect that GAAP and non-GAAP product development expenses will continue to increase in absolute dollars as we improve and expand our applications and develop new technologies.

Sales and Marketing

See the table above for a reconciliation of GAAP to non-GAAP operating expenses.

GAAP operating expenses in sales and marketing were $172 million for the three months ended July 31, 2017, compared to $135 million for the prior year period, an increase of $37 million, or 27%. The increase was primarily due to increases of $27 million in employee-related costs driven by higher headcount and higher commissionable sales volume, $4 million in advertising, marketing and event costs, and $2 million in facility and IT-related expenses.

GAAP operating expenses in sales and marketing were $328 million for the six months ended July 31, 2017, compared to $263 million for the prior year period, an increase of $65 million, or 25%. The increase was primarily due to increases of $51 million in employee-related costs driven by higher headcount and higher commissionable sales volume, $6 million in advertising, marketing and event costs, and $4 million in facility and IT-related expenses.

Non-GAAP operating expenses in sales and marketing were $145 million for the three months ended July 31, 2017, compared to $113 million for the prior year period, an increase of $32 million, or 28%. The increase was primarily due to increases of $22 million in employee-related costs driven by higher headcount and higher commissionable sales volume, $4 million in advertising, marketing and event costs, and $2 million in facility and IT-related expenses.

Non-GAAP operating expenses in sales and marketing were $276 million for the six months ended July 31, 2017, compared to $221 million for the prior year period, an increase of $55 million, or 25%. The increase was primarily due to increases of $41 million in employee-related costs driven by higher headcount and higher commissionable sales volume, $6 million in advertising, marketing and event costs, and $4 million in facility and IT-related expenses.

We expect that GAAP and non-GAAP sales and marketing expenses will continue to increase in absolute dollars as we continue to invest in the expansion of our domestic and international selling and marketing activities to build brand awareness and attract new customers.

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General and Administrative

See the table above for a reconciliation of GAAP to non-GAAP operating expenses.

GAAP operating expenses in general and administrative were $56 million for the three months ended July 31, 2017, compared to $46 million for the prior year period, an increase of $10 million, or 22%. The increase was primarily due to $7 million in additional employee-related costs driven by higher headcount and $1 million in higher professional fees.

GAAP operating expenses in general and administrative were $107 million for the six months ended July 31, 2017, compared to $87 million for the prior year period, an increase of $20 million, or 23%. The increase was primarily due to $15 million in additional employee-related costs driven by higher headcount and $3 million in higher professional fees.

Non-GAAP operating expenses in general and administrative were $32 million for the three months ended July 31, 2017, compared to $27 million for the prior year period, an increase of $5 million, or 19%. The increase was primarily due to $3 million in additional employee-related costs driven by higher headcount and $1 million in higher professional fees.

Non-GAAP operating expenses in general and administrative were $62 million for the six months ended July 31, 2017, compared to $50 million for the prior year period, an increase of $12 million, or 24%. The increase was primarily due to $7 million in additional employee-related costs driven by higher headcount and $3 million in higher professional fees.

We expect GAAP and non-GAAP general and administrative expenses will continue to increase in absolute dollars as we further invest in our infrastructure and support our global expansion.

Operating Margins

GAAP operating margins improved from (23)% for the three months ended July 31, 2016 to (16)% for the three months ended July 31, 2017. The improvements in our GAAP operating margins in the three months ended July 31, 2017 were primarily due to higher subscription services revenues, higher professional services revenues, and improvements in operating leverage.

GAAP operating margins improved from (22)% for the six months ended July 31, 2016 to (14)% for the six months ended July 31, 2017. The improvements in our GAAP operating margins in the six months ended July 31, 2017 were primarily due to higher subscription services revenues, higher professional services revenues, and improvements in operating leverage.

We use non-GAAP operating margins to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate our financial performance and the ability of operations to generate cash. We believe that non-GAAP operating margins reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business, as they exclude expenses that are not reflective of ongoing operating results. We also believe that non-GAAP operating margins provide useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

Non-GAAP operating margins are calculated using GAAP revenues and non-GAAP operating expenses. See "Non-GAAP Financial Measures" below for further information.

Non-GAAP operating margins improved from 2% for the three months ended July 31, 2016 to 9% for the three months ended July 31, 2017. The improvements in our non-GAAP operating margins in the three months ended July 31, 2017 were primarily due to higher subscription services revenues, higher professional services revenues, and improvements in operating leverage.

Non-GAAP operating margins improved from 3% for the six months ended July 31, 2016 to 11% for the six months ended July 31, 2017. The improvements in our non-GAAP operating margins in the six months ended July 31, 2017 were primarily due to higher subscription services revenues, higher professional services revenues, and improvements in operating leverage.

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Reconciliations of our GAAP to non-GAAP operating margins were as follows:



	Three Months Ended July 31, 2017
	GAAP Operating Expenses		Share-Based Compensation Expenses		Other Operating Expenses		Non-GAAP Operating Expenses ⁽¹⁾
Operating margin	(15.5	)%	23.1	%	1.7	%	9.3	%



	Three Months Ended July 31, 2016
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses		Other Operating Expenses		Non-GAAP Operating Expenses
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses		Other Operating Expenses		*As Adjusted
Operating margin	(23.2	)%	23.6	%	1.2	%	1.6	%



	Six Months Ended July 31, 2017
	GAAP Operating Expenses		Share-Based Compensation Expenses		Other Operating Expenses		Non-GAAP Operating Expenses ⁽¹⁾
Operating margin	(14.1	)%	22.8	%	2.2	%	10.9	%



	Six Months Ended July 31, 2016
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses		Other Operating Expenses		Non-GAAP Operating Expenses
	GAAP Operating Expenses *As Adjusted		Share-Based Compensation Expenses		Other Operating Expenses		*As Adjusted
Operating margin	(21.9	)%	23.1	%	1.5	%	2.7	%


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


*	See Note 2 of the notes to condensed consolidated financial statements for a summary of adjustments.

Other Income (Expense), Net

Other income, net, increased $22 million and $26 million for the three and six months ended July 31, 2017 as compared to the prior year periods. The increases were primarily a result of a $15 million impairment of a cost method investment recorded in the second quarter of fiscal 2017 for which there was no corresponding amount in fiscal 2018, and increases in interest income of $2 million and $4 million for the three and six months ended July 31, 2017, respectively.

Liquidity and Capital Resources

As of July 31, 2017, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $2.1 billion, which were held for working capital purposes. Our cash equivalents and marketable securities are comprised primarily of U.S. agency obligations, U.S. treasury securities, corporate bonds, commercial paper, and money market funds.

We have financed our operations primarily through sales of equity securities, customer payments, and issuance of debt. Our future capital requirements will depend on many factors, including our customer growth rate, subscription renewal activity, the timing of construction of facilities in Pleasanton, California and the acquisition of additional facilities, the timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of our services, and acquisition activities. We may enter into arrangements to acquire or invest in complementary businesses, services and technologies or intellectual property rights in the future. We also may choose to seek additional equity or debt financing.

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Our cash flows for the three and six months ended July 31, 2017 and 2016 were as follows (in thousands):



	Three Months Ended July 31,					Six Months Ended July 31,
	2017		2016			2017			2016
	2017		*As Adjusted			2017			*As Adjusted
Net cash provided by (used in):
Operating activities	$	15,126	$	6,522		$	195,148		$	169,339
Investing activities	201,345		(26,779		)	(21,544		)	(88,123		)
Financing activities	32,242		25,590			34,451			29,347
Effect of exchange rate changes	715		(144		)	583			494
Net increase (decrease) in cash, cash equivalents and restricted cash	$	249,428	$	5,189		$	208,638		$	111,057


*	See Note 2 of the notes to condensed consolidated financial statements for a summary of adjustments.

Operating Activities

Cash provided by operating activities was $15 million and $7 million for the three months ended July 31, 2017 and 2016, respectively. The improvement in cash flow provided by operating activities was primarily due to increases in sales and the related cash collections, partially offset by higher operating expenses driven by increased headcount.

Cash provided by operating activities was $195 million and $169 million for the six months ended July 31, 2017 and 2016, respectively. The improvement in cash flow provided by operating activities was primarily due to increases in sales and the related cash collections, partially offset by higher operating expenses driven by increased headcount.

Investing Activities

Cash provided by investing activities for the three months ended July 31, 2017 was $201 million, which was primarily the result of the timing of purchases and maturities of marketable securities and proceeds of $181 million from the sale of available-for-sale securities. These receipts were partially offset by capital expenditures for owned real estate projects, including construction of our new customer briefing and development center ("development center"), of $23 million, and capital expenditures for data center and office space projects of $38 million.

Cash used in investing activities for the three months ended July 31, 2016 was $27 million, which was primarily the result of the timing of purchases and maturities of marketable securities, capital expenditures for owned real estate projects (including construction of our development center) of $7 million, and capital expenditures for data center and office space projects of $27 million. These payments were partially offset by proceeds of $29 million from the sale of available-for-sale securities.

Cash used in investing activities for the six months ended July 31, 2017 was $22 million, which was primarily the result of the timing of purchases and maturities of marketable securities, capital expenditures for owned real estate projects (including construction of our development center) of $53 million, and capital expenditures for data center and office space projects of $69 million. These payments were partially offset by proceeds of $190 million from the sale of available-for-sale securities.

Cash used in investing activities for the six months ended July 31, 2016 was $88 million, which was primarily the result of the timing of purchases and maturities of marketable securities, the purchase of an office building and land in Pleasanton, California for $15 million, capital expenditures for owned real estate projects (including construction of our development center) of $11 million, and capital expenditures for data center and office space projects of $61 million. These payments were partially offset by proceeds of $29 million from the sale of available-for-sale securities.

We expect capital expenditures related to owned real estate projects, including construction of our development center, will be approximately $150 million for fiscal 2018. We expect capital expenditures, excluding owned real estate projects, will be approximately $160 million for fiscal 2018. We expect that these capital outlays will largely be used to expand the infrastructure of our data centers and to build out additional office space to support our growth.

Financing Activities

Cash provided by financing activities was $32 million and $26 million for the three months ended July 31, 2017 and 2016, respectively, which was primarily due to proceeds from the issuance of common stock from employee equity plans.

Cash provided by financing activities was $34 million and $29 million for the six months ended July 31, 2017 and 2016, which was primarily due to proceeds from the issuance of common stock from employee equity plans.

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Free Cash Flows

In evaluating our performance internally, we focus on long-term, sustainable growth in free cash flows. We define free cash flows, a non-GAAP financial measure, as net cash provided by (used in) operating activities minus capital expenditures (excluding owned real estate projects). See "Non-GAAP Financial Measures" below for further information.

Free cash flows decreased by $3 million to $(23) million for the three months ended July 31, 2017, compared to $(20) million for the prior year period. The decrease was primarily due to increases in capital expenditures (excluding owned real estate projects), partially offset by increases in sales and the related cash collections.

Free cash flows improved by $18 million to $126 million for the six months ended July 31, 2017, compared to $108 million for the prior year period. The improvement was primarily due to increases in sales and the related cash collections, partially offset by increases in capital expenditures (excluding owned real estate projects) and higher operating expenses driven by increased headcount.

Reconciliations of Net cash provided by (used in) operating activities to free cash flows were as follows (in thousands):



	Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2017			2016
	2017			*As Adjusted			2017			*As Adjusted
Net cash provided by (used in) operating activities	$	15,126		$	6,522		$	195,148		$	169,339
Capital expenditures, excluding owned real estate projects	(38,528		)	(26,539		)	(69,121		)	(61,017		)
Free cash flows	$	(23,402	)	$	(20,017	)	$	126,027		$	108,322


	Trailing Twelve Months Ended July 31,
	2017			2016
	2017			*As Adjusted
Net cash provided by (used in) operating activities	$	376,435		$	320,589
Capital expenditures, excluding owned real estate projects	(128,917		)	(140,895		)
Free cash flows	$	247,518		$	179,694


*	See Note 2 of the notes to condensed consolidated financial statements for a summary of adjustments.

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Non-GAAP Financial Measures

Regulation S-K Item 10(e), "Use of non-GAAP financial measures in Commission filings," defines and prescribes the conditions for use of non-GAAP financial information. Our measures of non-GAAP operating expenses, non-GAAP operating margin and free cash flows each meet the definition of a non-GAAP financial measure.

Non-GAAP Operating Expenses and non-GAAP Operating Margins

We define non-GAAP operating expenses as our total operating expenses excluding the following components, which we believe are not reflective of our ongoing operational expenses. Similarly, the same components are also excluded from the calculation of non-GAAP operating margins. In each case, for the reasons set forth below, management believes that excluding the component provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management, in comparing financial results across accounting periods and to those of peer companies, and to better understand the long-term performance of our core business.

•

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 in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. For restricted stock unit awards, the amount of share-based compensation expenses is not reflective of the value ultimately received by the grant recipients. Moreover, determining the fair value of certain of the share-based instruments we utilize involves a high degree of judgment and estimation and the expense recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related share-based awards. Unlike cash compensation, the value of stock options and shares offered under the ESPP, which are elements of our ongoing share-based compensation expenses, is determined using a complex formula that incorporates factors, such as market volatility and forfeiture rates, that are beyond our control.

•

Other Operating Expenses. Other operating expenses include 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.

Free Cash Flows

We define free cash flows as net cash provided by (used in) operating activities minus capital expenditures (excluding owned real estate projects). Capital expenditures deducted from cash flows from operations do not include purchases of land and buildings, and construction costs of our new development center and of other owned buildings. We exclude these owned real estate projects as they are infrequent in nature. For the current fiscal year, these costs primarily represent the construction of our new development center which is anticipated to be completed in fiscal 2020. We use free cash flows as a measure of financial progress in our business, as it balances operating results, cash management and capital efficiency. We believe information regarding free cash flows provides investors and others with an important perspective on the cash available to make strategic acquisitions and investments, to fund ongoing operations and to fund other capital expenditures.

Limitations on the Use of Non-GAAP Financial Measures

A limitation of our non-GAAP financial measures of non-GAAP operating expenses, non-GAAP operating margin and free cash flows is that they do not have uniform definitions. Our definitions will likely differ from the definitions used by other companies, including peer companies, and therefore comparability may be limited. Thus, our non-GAAP financial measures of non-GAAP operating expenses, non-GAAP operating margin and free cash flows should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. Additionally, in the case of share-based compensation, if we did not pay out a portion of compensation in the form of share-based compensation and related employer payroll tax-related items, the cash salary expense included in costs of revenues and operating expenses would be higher, which would affect our cash position. Further, the non-GAAP financial measure of non-GAAP operating expenses has certain limitations because it does not reflect all items of expense that affect our operations and are reflected in the GAAP financial measure of total operating expenses.

We compensate for these limitations by reconciling GAAP to non-GAAP financial measures and reviewing these measures in conjunction with GAAP financial information. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the most comparable GAAP financial measures.

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See Results of Operations—Operating Expenses and Results of Operations—Operating Margins for reconciliations from the most directly comparable GAAP financial measures, GAAP operating expenses and GAAP operating margins, to the non-GAAP financial measures, non-GAAP operating expenses and non-GAAP operating margins, for the three and six months ended July 31, 2017 and 2016.

See Liquidity and Capital Resources—Free Cash Flows for a reconciliation from the most comparable GAAP financial measure, Net cash provided by (used in) operating activities, to the non-GAAP financial measure, free cash flow, for the three and six months ended July 31, 2017 and 2016.

Contractual Obligations

Our contractual obligations primarily consist of our convertible senior notes due in 2018 and 2020, as well as obligations under leases for office space, co-location facilities for data center capacity and computing infrastructure platforms for business operations. As of July 31, 2017, the future non-cancelable minimum payments under operating leases and computing infrastructure agreements were $363 million. During the remainder of the year ended January 31, 2018, we anticipate leasing additional office space near our headquarters and in various other locations around the world to support our growth. In addition, our existing lease agreements often provide us with options to renew. We expect our future operating lease obligations will increase as we expand our operations.

We are not required to make principal payments under the Notes prior to maturity. If the Notes are not converted to Class A common stock prior to their maturity dates, we are required to repay $350 million in principal on July 15, 2018 and $250 million in principal on July 15, 2020. We are also required to make interest payments on a semi-annual basis at the interest rates described in Note 10 of the notes to the condensed consolidated financial statements.

In January 2014, we entered into a 95-year lease for a 6.9-acre parcel of land in Pleasanton, California, under which we paid $2 million for base rent from commencement through December 31, 2020. Annual rent payments of $0.2 million plus increases based on increases in the consumer price index begin on January 1, 2021 and continue through the end of the lease. Our new development center, consisting of approximately 410,000 square feet of office space, is being constructed on this property.

We do not consider outstanding purchase orders to be contractual obligations as they represent authorizations to purchase rather than binding agreements.

Off-Balance Sheet Arrangements

Through July 31, 2017, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Except for the accounting policies for revenue recognition and deferred commissions that were updated as a result of adopting ASU No. 2014-09, there have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended January 31, 2017, filed with the Securities and Exchange Commission ("SEC") on March 20, 2017, that have had a material impact on our condensed consolidated financial statements and related notes.

Revenue Recognition

We determine revenue recognition through the following steps:


•	Identification of the contract, or contracts, with a customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, we satisfy a performance obligation

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Subscription Services Revenues

Professional Services Revenues

Contracts with Multiple Performance Obligations

Deferred Commissions

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We transact business globally in multiple currencies. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. As of July 31, 2017 and 2016, our most significant currency exposures were the Euro, British pound, Australian dollar and Canadian dollar.

We have a hedging program designed to identify material foreign currency exposures, manage these exposures and reduce the potential effects of currency fluctuations through the purchase of foreign currency exchange contracts. For further information, see Note 9 of the notes to condensed consolidated financial statements.

Interest Rate Sensitivity

We had cash, cash equivalents and marketable securities totaling $2.1 billion as of July 31, 2017, and $2.0 billion as of January 31, 2017. Cash equivalents and marketable securities were invested primarily in U.S. agency obligations, U.S. treasury securities, corporate bonds, commercial paper, and money market funds. The cash, cash equivalents and marketable securities are held for working capital purposes. Our investment portfolios are managed to preserve capital and meet liquidity needs. We do not enter into investments for trading or speculative purposes.

Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fluctuate due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our marketable securities as "available for sale," no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

An immediate increase of 100-basis points in interest rates would have resulted in a $7 million and $9 million market value reduction in our investment portfolio as of July 31, 2017 and January 31, 2017, respectively. An immediate decrease of 100-basis points in interest rates would have increased the market value by $7 million and $8 million as of July 31, 2017 and January 31, 2017, respectively. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities before maturity.

Market Risk and Market Interest Risk

In June 2013, we issued $350 million of 0.75% convertible senior notes due July 15, 2018 ("2018 Notes") and $250 million of 1.50% convertible senior notes due July 15, 2020 ("2020 Notes" and together with the 2018 Notes, referred to as "the Notes"). Holders may convert the Notes prior to maturity upon the occurrence of certain circumstances. Upon conversion, holders of the 2018 Notes and 2020 Notes will receive cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election.

Concurrently with the issuance of the Notes, we entered into separate note hedge and warrant transactions. These separate transactions were completed to reduce the potential economic dilution from the conversion of the Notes.

Our Notes have fixed annual interest rates at 0.75% and 1.50% and, therefore, we do not have economic interest rate exposure on our Notes. However, the values of the Notes are exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair values of the 2018 Notes and the 2020 Notes are affected by our stock price. The carrying values of our 2018 Notes and 2020 Notes were $332 million and $216 million, respectively, as of July 31, 2017. These represent the liability component of the principal balance of our Notes as of July 31, 2017. The total estimated fair values of the 2018 Notes and 2020 Notes at July 31, 2017 were $436 million and $348 million, respectively, and the fair value was determined based on the quoted bid price of the Notes in an over-the-counter market as of the last day of trading for the three months ended at July 31, 2017, which were $124.50 and $139.01 respectively. For further information, see Note 10 of the notes to condensed consolidated financial statements.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive 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 Securities Exchange Act of 1934, as amended, ("the Exchange Act"), as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our principal executive 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 officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our principal executive 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 officer and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the quarter covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are or may be involved in various legal proceedings arising from the normal course of business including matters related to alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other claims. We are not presently a party to any litigation the outcome of which we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The resolution of legal matters could prevent us from offering one or more of our applications, services or features to others, could require us to change our technology or business practices, pay monetary damages or enter into short- or long-term royalty or licensing agreements, or could otherwise be material to our financial condition or cash flows, or both, or adversely affect our operating results.

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ITEM 1A. RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this report, including the condensed consolidated financial statements and the related notes included elsewhere in this report, before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that materially and adversely affect our business. If any of the following risks actually occurs, our business operations, financial condition, results of operations, and prospects could be materially and adversely affected. The market price of our securities could decline due to the materialization of these or any other risks, and you could lose part or all of your investment.

Risk Factors Related to Our Business

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our applications may be perceived as not being secure, customers may reduce the use of or stop using our applications and we may incur significant liabilities.

Our applications involve the storage and transmission of our customers’ sensitive and proprietary information, including personal or identifying information regarding their employees, customers and suppliers, as well as their finance and payroll data. As a result, unauthorized access or use of this data could result in the loss or destruction of information, litigation, indemnity obligations and other liabilities. While we have security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation and other security breaches, if these measures are compromised as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and someone obtains unauthorized access to or use of our customers’ data, our reputation could be damaged, our business may suffer and we could incur significant liabilities. Cyber security challenges, including threats to our own IT infrastructure or those of our customers or third-party providers, are often targeted at companies such as ours, and may take a variety of forms ranging from individual and groups of hackers to sophisticated organizations. Key cyber security risks range from viruses, worms and other malicious software programs to "mega breaches" targeted against cloud services and other hosted software, any of which can result in disclosure of confidential information and intellectual property, defective products, production downtimes, supply shortages and compromised data. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could negatively affect our ability to attract new customers, cause existing customers to elect to terminate or not renew their subscriptions, result in reputational damage, cause us to pay remediation costs and/or issue service credits or refunds to customers for prepaid and unused subscription services, or result in lawsuits, regulatory fines or other action or liabilities, which could adversely affect our operating results.

We depend on data centers and computing infrastructure operated by third parties and any disruption in these operations could adversely affect our business.

We host our applications and serve our customers from data centers located in Ashburn, Virginia; Atlanta, Georgia; Portland, Oregon; Dublin, Ireland; and Amsterdam, the Netherlands. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have 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 one of our data center operators is acquired or ceases business, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

In addition, we rely upon third parties, which we refer to as our hosted infrastructure partners, to operate certain aspects of our services, such as environments for development testing, training and sales demonstrations, as well as others. For example, Amazon Web Services ("AWS") provides a distributed computing infrastructure platform for business operations and we have announced our intention to make certain of our service offerings available through AWS. Given this, any disruption of or interference at our hosted infrastructure partners would impact our operations and our business could be adversely impacted.

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Problems faced by our third-party data center operations or hosted infrastructure partners, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our third-party data center operators or hosted infrastructure partners could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center operators, our hosted infrastructure partners or any of the other service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers or hosted infrastructure partners are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or at our hosted infrastructure partners or any errors, defects, disruptions, or other performance problems with our applications or the hosted infrastructure on which they run could adversely affect our reputation and may damage our customers’ 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 customers for prepaid and unused subscription services, subject us to potential liabilities, result in contract terminations, or adversely affect our renewal rates.

Furthermore, our financial management application is essential to Workday's and our customers’ financial projections, reporting and compliance programs, particularly customers who are public reporting companies. Any interruption in our service may affect the availability, accuracy or timeliness of such projections, reporting and compliance programs and as a result could damage our reputation, cause our customers to terminate their use of our applications, require us to issue refunds for prepaid and unused subscription services, require us to indemnify our customers against certain losses and prevent us from gaining additional business from current or future customers, as well as impact our ability to accurately and timely meet our reporting and other compliance obligations.

If we fail to manage our technical operations infrastructure, or experience service outages or delays in the deployment of our applications, we may be subject to liabilities and our reputation and operating results may be adversely affected.

We have experienced significant growth in the number of users, transactions and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers, as well as our own needs, and to ensure that our services and solutions are accessible within an acceptable load time. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters, updates, the evolution of our applications and to reduce infrastructure latency associated with dispersed geographic locations. However, the provision of new hosting infrastructure requires significant lead time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages. If our operations infrastructure fails to scale, customers may experience delays as we seek to obtain additional capacity.

We have experienced, and may in the future experience, system disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks (internal and external), fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. Our customer agreements typically provide service level commitments on a monthly basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications, we may be contractually obligated to issue service credits or refunds to customers for prepaid and unused subscription services, or we could face contract terminations. Any extended service outages could result in customer losses, and adversely affect our reputation, revenues and operating results.

Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our applications and adversely affect our business.

Our customers can use our applications to collect, use and store personal or identifying information regarding their employees, customers and suppliers. National and local governments and agencies in the countries in which our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure of personal information obtained from consumers and individuals, which could impact our ability to offer our services in certain jurisdictions or our customers' ability to deploy our solutions globally. Privacy-related laws are particularly stringent in Europe. The costs of compliance with and other burdens imposed by privacy-related laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, lead to significant fines, penalties or liabilities for noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if Workday employees fail to adhere to adequate data protection practices around the usage of our customers' personal data, it may damage our reputation and brand.

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Additionally, we expect that existing laws, regulations and standards may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for Workday and our customers. The European Union ("EU") and United States recently agreed to a framework for data transferred from the EU to the United States, called the Privacy Shield, but this new framework has been challenged by private parties and may face additional challenges by national regulators or additional private parties. Additionally, in 2016 the EU adopted a new regulation governing data privacy called the General Data Protection Regulation ("GDPR"), which becomes effective in May 2018. The GDPR establishes new requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to 4% of worldwide revenue.

The costs of compliance with, and other burdens imposed by, privacy laws and regulations that are applicable to the businesses of our customers may adversely affect our customers’ ability and willingness to process, handle, store, use and transmit demographic and personal information of their employees, customers and suppliers, which could limit the use, effectiveness and adoption of our applications and reduce overall demand. In addition, the other bases on which we and our customers rely for the transfer of data, such as model contracts, continue to be subjected to regulatory and judicial scrutiny. If we or our customers are unable to transfer data between and among countries and regions in which we operate, it could decrease demand for our applications, require us to restrict our business operations, and impair our ability to maintain and grow our customer base and increase our revenue. Even the perception of privacy concerns, whether or not valid, may inhibit the adoption, effectiveness or use of our applications.

In addition to government activity, privacy advocacy groups and the technology and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on us. Our customers may expect us to meet voluntary certifications or adhere to other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our applications and adversely affect our business.

We have experienced rapid growth. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls or adequately address competitive challenges.

We have experienced, and are continuing to experience, a period of rapid growth in our customers, headcount and operations. In particular, we grew from approximately 1,550 employees at the time of our initial public offering ("IPO") in October 2012 to approximately 7,400 employees as of July 31, 2017, and have also significantly increased the size of our customer base. We anticipate that we will continue to expand our operations and headcount in the near term, and to expand our customer base. This growth has placed, and future growth will place, a significant strain on our management, general and administrative resources and operational infrastructure. Our success will depend in part on our ability to manage this growth effectively and to scale our operations. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. As we continue to grow, we also need to ensure that our policies and procedures evolve to reflect our current operations and are appropriately communicated to and observed by employees, and that we appropriately manage our corporate information assets, including confidential and proprietary information. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

We depend on our senior management team and the loss of one or more key employees could adversely affect our business.

Our success depends largely upon the continued services of our executive officers. We also rely on our leadership team in the areas of product development, marketing, sales, services, and general and administrative functions and on mission-critical individual contributors in product development. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees and any failure to develop an appropriate succession plan for these persons could have a serious adverse effect on our business.

An inability to attract and retain highly skilled employees could adversely affect our business and our future growth prospects.

To execute our growth plan, we must attract and retain highly qualified personnel, and our managers must be successful in hiring employees who are a good cultural fit and have the competencies to succeed at Workday. Competition for these personnel is intense, especially for engineers with high levels of experience in designing and developing software and Internet-related services, and for senior sales executives. From time to time, we have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications, and may not be able to fill positions in desired geographic areas or at all.

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Many of the companies with which we compete for experienced personnel have greater resources than we have and some of these companies may offer greater compensation packages. Particularly in the San Francisco Bay Area, job candidates and existing employees carefully consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could have a chilling effect on hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture and career development opportunities. If we fail to attract new personnel or to retain our current personnel, our business and future growth prospects could be adversely affected.

If we cannot maintain our corporate culture, we could lose the innovation, teamwork and passion that we believe contribute to our success, and our business may be harmed.

We believe that a critical component of our success has been our corporate culture, as reflected in our core values: employees, customer service, innovation, integrity, fun and profitability. We have invested substantial time and resources in building our team. As we continue to grow, both organically and through acquisitions of employee teams, and develop the infrastructure associated with being a more mature public company, we will need to maintain our corporate culture among a larger number of employees dispersed in various geographic regions. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.

The markets for financial management and HCM applications are highly competitive, with relatively low barriers to entry for some applications or services. Our primary competitors are SAP SE ("SAP") and Oracle Corporation ("Oracle"), well-established providers of financial management and HCM applications, which have long-standing relationships with many customers. Some customers may be hesitant to switch vendors or to adopt cloud applications such as ours, and prefer to maintain their existing relationships with competitors. SAP and Oracle are larger and have greater name recognition, much longer operating histories, larger marketing budgets and significantly greater resources than we do. These vendors, as well as other competitors, could offer financial management and HCM applications on a standalone basis at a low price or bundled as part of a larger sale. 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. Legacy vendors may also seek to partner with other leading cloud providers, such as the alliance between Oracle and Salesforce.com. We also face competition from custom-built software vendors and from vendors of specific applications, some of which offer cloud-based solutions. These vendors include, without limitation: The Ultimate Software Group, Inc., Automatic Data Processing and Infor Global Solutions. We also face competition from cloud-based vendors including providers of applications for HCM and payroll services such as Ceridian, Inc. and providers of financial management applications such as NetSuite, Inc., which was recently acquired by Oracle. We may also face competition from a variety of vendors of cloud-based and on-premise software applications that address only one or a portion of our applications. In addition, other companies that provide cloud applications in different target markets may develop applications or acquire companies that operate in our target markets, and some potential customers may elect to develop their own internal applications. With the introduction of new technologies and market entrants, we expect this competition to intensify in the future.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. Furthermore, our current or potential competitors may be acquired by third parties with greater available resources and the ability to initiate or withstand substantial price competition. In addition, many of our competitors have established marketing relationships, access to larger customer bases and major distribution agreements with consultants, system integrators and resellers. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their offerings or resources. If our competitors’ products, services or technologies become more accepted than our applications, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenues could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.

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If the market for enterprise cloud computing grows more slowly than in recent years, our business could be adversely affected.

Our success will depend to a substantial extent on the continued growth of cloud computing in general, and of financial management and HCM services in particular. Many enterprises have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses, and therefore may be reluctant or unwilling to migrate to cloud computing. It is difficult to predict customer adoption rates and demand for our applications, the future growth rate and size of the cloud computing market or the entry of competitive applications. The continued expansion of the cloud computing market depends on a number of factors, including the cost, performance, and perceived value associated with cloud computing, as well as the ability of cloud computing companies to address security and privacy concerns. Further, the cloud computing market is less developed in many jurisdictions outside of the United States. If we or other cloud computing providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for cloud computing applications as a whole, including our applications, may be negatively affected. If there is a reduction in demand for cloud computing caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and applications, decreases in corporate spending or otherwise, it could result in decreased revenues or growth rates and our business could be adversely affected.

If we are not able to provide successful enhancements, new features and modifications, our business could be adversely affected.

If we are unable to provide enhancements and new features for our existing applications or new applications that achieve market acceptance or that keep pace with rapid technological developments, our business could be adversely affected. For example, we are focused on enhancing the features and functionality of our applications to enhance their utility to larger customers with complex, dynamic and global operations. The success of enhancements, new features and applications depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or applications. Failure in this regard may significantly impair our revenue growth. In addition, because our applications are designed to operate on a variety of systems, we will need to continuously modify and enhance our applications to keep pace with changes in Internet-related hardware, iOS, Android and other mobile-related technologies and other software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. We must also appropriately balance the application capability demands of our current customers with the capabilities required to address the broader market. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our product development expenses. Any failure of our applications to operate effectively with future network platforms and technologies could reduce the demand for our applications, result in customer dissatisfaction and adversely affect our business.

Our applications must integrate with a variety of third-party technologies, and if we are unable to ensure that our solutions interoperate with such technologies, demand for our applications and our operating results could be adversely affected.

Our applications must integrate with a variety of technologies and we must continuously modify and enhance our applications to adapt to changes in operating systems, hardware, software, communication, browser and database technologies. Any failure of our solutions to operate effectively with future technologies or our failure to respond to changes in a timely and effective manner could reduce the demand for our applications, result in customer dissatisfaction and harm our operating results and business.

If our applications fail to perform properly, our reputation could be adversely affected, our market share could decline and we could be subject to liability claims.

Our applications are inherently complex and may contain material defects or errors. Any defects in functionality or that cause interruptions in the availability of our applications could result in:


•	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 costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.

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Because of the large amount of data that we collect and process, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. Furthermore, the availability or performance of our applications could be adversely affected by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems, security breaches or variability in user traffic for our services. For example, our customers access our applications through their Internet service providers. If a service provider fails to provide sufficient capacity to support our applications or otherwise experiences service outages, such failure could interrupt our customers’ access to our applications, which could adversely affect their perception of our applications’ reliability and our revenues. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our customers for damages they may incur resulting from certain of these events. In addition to potential liability, if we experience interruptions in the availability of our applications, our reputation could be adversely affected and we could lose customers.

Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention.

Catastrophic events may disrupt our business.

Our corporate headquarters are located in Pleasanton, California and we have data centers located in Ashburn, Virginia; Atlanta, Georgia; Portland, Oregon; Sacramento, California; Dublin, Ireland; and Amsterdam, the Netherlands. We also rely on AWS’s distributed computing infrastructure platform. The west coast of the United States contains active earthquake zones and the southeast is subject to seasonal hurricanes. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational support, hosted services and sales activities. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our operating results.

Because we sell applications to manage complex operating environments of large customers, we encounter long sales cycles, which could adversely affect our operating results in a given period.

Our ability to increase revenues and achieve and maintain profitability depends, in large part, on widespread acceptance of our applications by large businesses and other organizations. Sales efforts targeted at these large customers involve greater costs, longer sales cycles and less predictability in completing some of our sales. Our customers’ deployment timeframes vary based on many factors including the number and type of applications being deployed, the complexity and scale of the customers’ businesses, the configuration requirements, the number of integrations with other systems and other factors, many of which are beyond our control. In the large enterprise market, the customer’s decision to use our applications may be an enterprise-wide decision and, therefore, these types of sales require us to provide greater levels of education regarding the use and benefits of our applications. In addition, our target customers may prefer to purchase applications that are critical to their business from one of our larger, more established competitors. Our typical sales cycles are six to twelve months, and we expect that this lengthy sales cycle may continue or expand as customers increasingly adopt our applications beyond HCM. Longer sales cycles could cause our operating and financial results to suffer in a given period.

The loss of one or more of our key customers, or a failure to renew our subscription agreements with one or more of our key customers, could negatively affect our ability to market our applications.

We rely on our reputation and recommendations from key customers in order to promote subscriptions to our applications. The loss of, or failure to renew by, any of our key customers could have a significant impact on our revenues, reputation and our ability to obtain new customers. In addition, acquisitions of our customers could lead to cancellation of our contracts with those customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.

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Our business could be adversely affected if our customers are not satisfied with the deployment services provided by us or our partners.

Our business depends on our ability to satisfy our customers, both with respect to our application offerings and the professional services that are performed to help our customers use features and functions that address their business needs. Professional services may be performed by our own staff, by a third party, or by a combination of the two. Our strategy is to work with third parties to increase the breadth of capability and depth of capacity for delivery of these services to our customers, and third parties provide a majority of our deployment services. If customers are not satisfied with the quality of work performed by us or a third party or with the type of professional services or applications delivered, then we could incur additional costs to address the situation, the revenue recognition of the contract could be impacted, and the dissatisfaction with our services could damage our ability to expand the applications subscribed to by our customers. We must also align our product development and professional services operations in order to ensure that customers’ evolving needs are met. Negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Our customers depend on our support organization to provision the environments used by our customers and to resolve technical issues relating to our applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our applications to existing and prospective customers, and our business, operating results and financial position.

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales and operations.

A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that are different from those in the United States. Our international expansion efforts may not be successful in creating demand for our applications outside of the United States or in effectively selling subscriptions to our applications in all of the international markets we enter. In addition, we will face risks in doing business internationally that could adversely affect our business, including:


•	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 accounts receivable 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 duties, quotas and tariffs;


•	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.

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Any of the above factors may negatively impact our ability to sell our applications and offer services internationally, reduce our competitive position in foreign markets, increase our costs of international operations and reduce demand for our applications and services from international customers. Additionally, the majority of our international costs are denominated in local currencies and we anticipate that over time, an increasing portion of our international sales contracts may be denominated in local currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars. We have a hedging program but we cannot ensure that this hedging program will be effective and we will continue to have risk of exchange rate fluctuations.

We have acquired, and may in the future acquire, other companies, employee teams or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We have acquired, and may in the future acquire, other companies, employee teams or technologies to complement or expand our applications, enhance our technical capabilities, obtain personnel or otherwise offer growth opportunities. The pursuit of acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

We have limited experience in acquisitions. We may not be able to integrate acquired personnel, operations and technologies successfully or effectively manage the combined operations following the acquisition. We also may not achieve the anticipated benefits from the acquisitions due to a number of factors, including:


•	inability to integrate or benefit from acquisitions in a profitable manner;


•	incurrence of acquisition-related costs or liabilities, some of which may be unanticipated;


•	difficulty integrating the intellectual property and operations of the acquired business;


•	difficulty integrating and retaining the personnel of the acquired business;


•	difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;


•	difficulty terminating or converting the customers of the acquired business onto our applications and contract terms;


•	adverse effects on our existing business relationships with business partners and customers as a result of the acquisition;


•	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.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

We have a history of cumulative losses and we do not expect to be profitable on a GAAP basis for the foreseeable future.

We have incurred significant losses in each period since our inception in 2005. These losses and our accumulated deficit reflect the substantial investments we made to acquire new customers and develop our applications. We expect our operating expenses to increase in the future due to anticipated increases in sales and marketing expenses, product development expenses, operations costs, and general and administrative costs, and therefore we expect our losses on a GAAP basis to continue for the foreseeable future. Furthermore, to the extent we are successful in increasing our customer base, we will also incur increased losses in the acquisition period because costs associated with acquiring customers are generally incurred up front, while subscription services revenues are generally recognized ratably over the terms of the agreements, which are typically three years or longer. You should not consider our recent growth in revenues as indicative of our future performance. We cannot assure you that we will achieve GAAP profitability in the future, nor that, if we do become profitable, we will sustain profitability.

We may not receive significant revenues from our current development efforts for several years, if at all.

Developing software applications is expensive and the investment in product development often involves a long return on investment cycle. We have made and expect to continue to make significant investments in development and related opportunities. Accelerated application introductions and short application life cycles require high levels of expenditures that could adversely affect our operating results if not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our development efforts to maintain our competitive position. However, we may not receive significant revenues from these investments for several years, if at all.

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If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed.

Our ability to forecast our future rate of growth is limited and subject to a number of uncertainties, including general economic and market conditions. We plan our expense levels and investment on estimates of future revenue and future anticipated rates of growth. We may not be able to adjust our spending quickly enough if our growth rates fall short of our expectations.

Moreover, we have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We may not be able to sustain our revenue growth rates in the future.

You should not consider our historical revenue growth rates as indicative of our future performance. Our revenue growth rates have declined, and may decline in future periods, as the size of our customer base increases and as we achieve higher market penetration rates. Other factors may also contribute to declines in our growth rates, including slowing demand for our services, increasing competition, a decrease in the growth of our overall market, our failure to continue to capitalize on growth opportunities, and the maturation of our business, among others. As our growth rates decline, investors’ perceptions of our business and the trading price of our securities could be adversely affected.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations, including the levels of our revenues, gross margin, operating margin, profitability, cash flow and unearned revenue, may vary significantly in the future and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:


•	our ability to attract new customers;


•	the addition or loss of large customers, including through acquisitions or consolidations;


•	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;


•	customer renewal rates;


•	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.

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Because we recognize subscription services revenues over the term of the contract, downturns or upturns in new sales will not be immediately reflected in our operating results and may be difficult to discern.

We generally recognize subscription services revenues from customers when control of the promised services is transferred, which typically occurs over a period of three years or longer. As a result, most of the subscription services revenues we report in each quarter are derived from the recognition of unearned revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscription contracts in any single quarter will likely have a minor impact on our revenue results for that quarter. However, such a decline will negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our applications, and potential changes in our pricing policies or rate of renewals, may not be fully reflected in our results of operations until future periods. We may be unable to adjust our cost structure to reflect the changes in revenues. In addition, a significant majority of our costs are expensed as incurred, while revenues are recognized over the life of the customer agreement. As a result, increased growth in the number of our customers could result in our recognition of more costs than revenues in the earlier periods of the terms of our agreements. Our subscription model also makes it difficult for us to rapidly increase our revenues through additional sales in any period, as subscription revenues from new customers generally are recognized over the applicable subscription term.

Our ability to predict the rate of customer subscription renewals or adoptions, and the impact these renewals and adoptions will have on our revenues or operating results, is limited.

As the markets for our applications mature, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, large customers, which are the focus of our sales efforts, may demand greater price concessions. As a result, in the future we may be required to reduce our prices, which could adversely affect our revenues, gross margin, profitability, financial position and cash flow.

In addition, our customers have no obligation to renew their subscriptions for our applications after the expiration of the initial subscription period. Our customers may renew for fewer elements of our applications or on different pricing terms. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our pricing or our applications and their ability to continue their operations and spending levels. If our customers do not renew their subscriptions for our applications on similar pricing terms, our revenues may decline and our business could suffer. In addition, over time the average term of our contracts could change based on renewal rates or for other reasons.

Our future success also depends in part on our ability to sell additional features or enhanced elements of our applications to our current customers. This may require increasingly costly sales efforts that are targeted at senior management. If these efforts are not successful, our business may suffer.

Failure to adequately expand and optimize our direct sales force will impede our growth.

We will need to continue to expand and optimize our sales infrastructure, both domestically and internationally, in order to grow our customer base and our business. Identifying and recruiting qualified personnel and training them in the use of our software requires significant time, expense and attention. It can take significant time before our sales representatives are fully trained and productive. Our business may be adversely affected if our efforts to expand and train our direct sales force do not generate a corresponding increase in revenues. In particular, if we are unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our revenues.

If we fail to develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread positive awareness of our brand is critical to achieving widespread acceptance of our applications, attracting new customers and hiring and retaining employees. Brand promotion activities may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our applications. In addition, if our brand is negatively impacted, it may be more difficult to hire and retain employees.

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Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as deployment partners, technology and content providers and other key suppliers. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to our services, or in negotiating better rates or terms with key suppliers. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our applications by potential customers.

If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our applications or increased revenues.

Adverse economic conditions may negatively impact our business.

Our business depends on the overall demand for enterprise software and on the economic health of our current and prospective customers. Any significant weakening of the economy in the United States or Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity, decreased government spending, economic uncertainty and other difficulties, such as rising interest rates and increased inflation, may affect one or more of the sectors or countries in which we sell our applications.

The vote of the United Kingdom ("UK") to leave the EU, known as Brexit, has created substantial economic and political uncertainty, the impact of which depends on the terms of the UK's withdrawal from the EU, which may not be determined for several years or more. This uncertainty may cause some of our customers or potential customers to curtail spending, and may ultimately result in new regulatory and cost challenges to our UK and other international operations. In addition, a strong dollar could reduce demand for our applications and services in countries with relatively weaker currencies. Brexit has had an effect on global markets and currencies, including a decline in the value of the British pound as compared to the U.S. dollar. These adverse conditions could result in reductions in sales of our applications, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and increased price competition. Any of these events would likely have an adverse effect on our business, operating results and financial position.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We rely on patent, copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate.

We may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could seriously adversely affect our brand and our business.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, they may claim that our applications and underlying technology infringe or violate their intellectual property rights, even if we are unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications, or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

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Some of our applications utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

Some of our applications include software covered by open source licenses, which may include, by way of example, GNU General Public License and the Apache License. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our applications. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be impacted by an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated, and could negatively affect our business.

We employ third-party licensed software for use in or with our applications, and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our applications incorporate certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties. In addition, integration of the software used in our applications with new third-party software may require significant work and require substantial investment of our time and resources. To the extent that our applications depend upon the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our applications, delay new application introductions, result in a failure of our applications and injure our reputation.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our applications, and could have a negative impact on our business.

Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations relating to Internet usage. Changes in these laws or regulations could require us to modify our applications in order to comply with these laws or regulations. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications, or negatively impact demand for Internet-based applications such as ours.

In addition, businesses could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. Businesses have been adversely affected by "viruses," "worms" and similar malicious programs and have experienced a variety of outages and other delays as a result of damage to Internet infrastructure. These issues could negatively impact demand for our cloud-based applications.

We may discover weaknesses in our internal controls over financial reporting, which may adversely affect investor confidence in the accuracy and completeness of our financial reports and consequently the market price of our securities.

As a public company, we are required to design and maintain proper and effective internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report on the internal controls over financial reporting, which must be attested to by our independent registered public accounting firm. If we have a material weakness in our internal controls over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.

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The process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 is challenging and costly. In the future, we may not be able to complete our evaluation, testing and any required remediation in a timely fashion. If we identify material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected, and we could become subject to investigations by the New York Stock Exchange, the SEC, or other regulatory authorities, which could require additional financial and management resources. In addition, because we use Workday's financial management application, any problems that we experience with financial reporting and compliance could be negatively perceived by prospective or current customers, and negatively impact demand for our applications.

We may not be able to utilize a portion of our net operating loss or research tax credit carryforwards, which could adversely affect our profitability.

As of July 31, 2017, we had federal and state net operating loss carryforwards due to prior period losses, which if not utilized will begin to expire in fiscal 2025 and 2018 for federal and state purposes, respectively. We also have federal research tax credit carryforwards, which if not utilized will begin to expire in fiscal 2026. These net operating loss and research tax credit carryforwards could expire unused and be unavailable to reduce future income tax liabilities, which could adversely affect our profitability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits, in any taxable year may be limited if we experience an "ownership change." A Section 382 "ownership change" generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. It is possible that an ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could adversely affect our profitability.

Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business.

We operate and are subject to taxes in the United States and numerous foreign jurisdictions throughout the world. Changes to federal, state, local or international tax laws on income, sales, use, indirect or other tax laws, statutes, rules, regulations or ordinances on multinational corporations are currently being considered by the United States and other countries where we do business. These contemplated legislative initiatives include, but not limited to, changes to transfer pricing policies and definitional changes to permanent establishment could be applied solely or disproportionately to services provided over the Internet. These contemplated tax initiatives, if finalized and adopted by countries, may ultimately impact our effective tax rate and could adversely affect our sales activity resulting in a negative impact on our operating results and cash flows.

In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us (possibly with retroactive effect), which could require us to pay additional tax amounts, and fines or penalties and interest for past amounts. Existing tax laws, statutes, rules, regulations or ordinances could also be interpreted, changed, modified or applied adversely to our customers (possibly with retroactive effect), which could require our customers to pay additional tax amounts with respect to services we have provided, and fines or penalties and interest for past amounts. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs, thereby adversely impacting our operating results and cash flows. If our customers must pay additional fines or penalties, it could adversely affect demand for our services.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board ("FASB"), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

We have broad discretion in the use of our cash balances and may not use them effectively.

We have broad discretion in the use of our cash balances and may not use them effectively. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest our cash balances in a manner that does not produce income or that loses value. Our investments may not yield a favorable return to our investors and may negatively impact the price of our securities.

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Risks Related to Our Class A Common Stock

Our Chairman and CEO have control over key decision making as a result of their control of a majority of our voting stock.

As of July 31, 2017, our co-founder and Chairman David Duffield, together with his affiliates, held voting rights with respect to 62 million shares of Class B common stock and 0.1 million shares of Class A common stock. In addition, Mr. Duffield holds 0.1 million RSUs, which will be settled in an equivalent number of shares of Class A common stock. As of July 31, 2017, our co-founder and CEO Aneel Bhusri, together with his affiliates, held voting rights with respect to 8 million shares of Class B common stock and 0.1 million shares of Class A common stock. Of the Class B shares held by Mr. Bhusri, 0.1 million shares are subject to time-based vesting. In addition, Mr. Bhusri holds exercisable options to acquire 3 million shares of Class B common stock and 0.2 million RSUs which will be settled in an equivalent number of shares of Class A common stock. Further, Messrs. Duffield and Bhusri have entered into a voting agreement under which each has granted a voting proxy with respect to certain Class B common stock beneficially owned by him effective upon his death or incapacity as described in our registration statement on Form S-1 filed in connection with our IPO. Messrs. Duffield and Bhusri have each initially designated the other as their respective proxies. Accordingly, upon the death or incapacity of either Mr. Duffield or Mr. Bhusri, the other would individually continue to control the voting of shares subject to the voting proxy. Collectively, the shares described above represent a substantial majority of the voting power of our outstanding capital stock. As a result, Messrs. Duffield and Bhusri have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, they have the ability to control the management and affairs of our company as a result of their positions as our Chairman and CEO, respectively, and their ability to control the election of our directors. Mr. Duffield, in his capacity as a board member, and Mr. Bhusri, in his capacity as a board member and officer, each owe a fiduciary duty to our stockholders and must act in good faith in a manner they reasonably believe to be in the best interests of our stockholders. As stockholders, even as controlling stockholders, they are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally.

The dual class structure of our common stock has the effect of concentrating voting control with our Chairman and CEO, and also with other executive officers, directors and affiliates; this will limit or preclude the ability of non-affiliates to influence corporate matters.

Our Class B common stock has 10 votes per share and our Class A common stock, which is the stock that is publicly traded, has one vote per share. Stockholders who hold shares of Class B common stock, including our executive officers, directors and other affiliates, together hold a substantial majority of the voting power of our outstanding capital stock as of July 31, 2017. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval until the conversion of all shares of all Class A and Class B shares to a single class of common stock on 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. This concentrated control will limit or preclude the ability of non-affiliates to influence corporate matters for the foreseeable future.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, our Chairman and CEO retain a significant portion of their holdings of Class B common stock for an extended period of time, they could, in the future, continue to control a majority of the combined voting power of our Class A common stock and Class B common stock.

Our stock price has been volatile in the past and may be subject to volatility in the future.

The trading price of our Class A common stock has been volatile historically, and could be subject to wide fluctuations in response to various factors described below. These factors, as well as the volatility of our Class A common stock, could also impact the price of our convertible senior notes. The factors that may affect the trading price of our securities, some of which are beyond our control, include:


•	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;

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•	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.

Additionally, the stock markets have at times experienced extreme price and volume fluctuations that have affected and may in the future affect the market prices of equity securities of many companies. These fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies. Further, the trading prices of publicly traded shares of companies in our industry have been particularly volatile and may be very volatile in the future.

In the past, some companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

We have indebtedness in the form of convertible senior notes.

In June 2013, we completed an offering of $350 million of 2018 Notes, and we concurrently issued an additional $250 million of 2020 Notes.

As a result of these convertible notes offerings, we incurred $350 million principal amount of indebtedness, which we may be required to pay at maturity in 2018, and $250 million principal amount of indebtedness, which we may be required to pay at maturity in 2020, or upon the occurrence of a fundamental change (as defined in the applicable indenture). There can be no assurance that we will be able to repay this indebtedness when due, or that we will be able to refinance this indebtedness on acceptable terms or at all. In addition, this indebtedness could, among other things:


•	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.

Exercise of the warrants associated with our 2018 Notes or our 2020 Notes may affect the price of our Class A common stock.

In connection with our offering of the 2018 Notes, we sold warrants to acquire up to approximately 4.2 million shares of our Class A common stock at an initial strike price of $107.96, which become exercisable beginning on October 15, 2018. In connection with our offering of the 2020 Notes, we sold warrants to acquire up to approximately 3.1 million shares of our Class A common stock at an initial strike price of $107.96, which become exercisable beginning on October 15, 2020. The warrants may be settled in shares or in cash. The exercise of the warrants could have a dilutive effect if the market price per share of our Class A common stock exceeds the strike price of the warrants. The counterparties to the warrant transactions and note hedge transactions relating to the 2018 Notes and the 2020 Notes are likely to enter into or unwind various derivative instruments with respect to our Class A common stock or purchase or sell shares of our Class A common stock or other securities linked to or referencing our Class A common stock in secondary market transactions prior to the respective maturity of the 2018 Notes and the 2020 Notes. These activities could adversely affect the trading price of our Class A common stock.

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Delaware law and provisions in our restated certificate of incorporation and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:


•	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.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could depress the market price of our securities.

If securities or industry analysts publish inaccurate or unfavorable research about our business, or discontinue publishing research about our business, the price and trading volume of our securities could decline.

The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our securities to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

Exhibits

The Exhibits listed below are filed as part of this Form 10-Q.



		Incorporation by Reference
Exhibit Number		Form	File No.	Filing Date	Exhibit No.	Filed Herewith
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.					X
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.					X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 31, 2017