5 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
5 unchanged sentences
We have audited the accompanying consolidated balance sheets of Workday, Inc.
−Removed: (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.
35 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and our report dated March 11, 2025 expressed an unqualified opinion thereon.
+Added: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Paradox and Sana, which are included in the fiscal 2026 consolidated financial statements of the Company and constituted less than 1% of total and net assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) as of January 31, 2026 and less than 1% and 1.2% of revenues and net income, respectively, for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Paradox and Sana.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 6, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
65 unchanged sentences
( 4,220 ) ( 1,308 )
−Removed: Accumulated other comprehensive income 84 21
+Added: Accumulated other comprehensive income (loss) ( 136 ) 84
Accumulated deficit ( 512 ) ( 1,205 )
18 unchanged sentences
Total costs and expenses 8,831 8,031 7,076
−Removed: Operating income (loss) 415 183 ( 222 )
−Removed: Other income (expense), net 223 173 ( 38 )
−Removed: Income (loss) before provision for (benefit from) income taxes 638 356 ( 260 )
+Added: Operating income 721 415 183
+Added: Other income, net 288 223 173
+Added: Income before provision for (benefit from) income taxes 1,009 638 356
Provision for (benefit from) income taxes 316 112 ( 1,025 )
−Removed: Net income (loss) $ 526 $ 1,381 $ ( 367 )
−Removed: Net income (loss) per share, basic $ 1.98 $ 5.28 $ ( 1.44 )
−Removed: Net income (loss) per share, diluted $ 1.95 $ 5.21 $ ( 1.44 )
−Removed: Weighted-average shares used to compute net income (loss) per share, basic
+Added: Net income $ 693 $ 526 $ 1,381
+Added: Net income per share, basic $ 2.61 $ 1.98 $ 5.28
+Added: Net income per share, diluted $ 2.59 $ 1.95 $ 5.21
+Added: Weighted-average shares used to compute net income per share, basic
265,097 265,257 261,344
−Removed: Weighted-average shares used to compute net income (loss) per share, diluted
+Added: Weighted-average shares used to compute net income per share, diluted
268,117 269,205 265,285
9 unchanged sentences
Total share-based compensation expense $ 1,626 $ 1,519 $ 1,416
−Removed: $ 1,519 $ 1,416 $ 1,295
See Notes to Consolidated Financial Statements
WORKDAY, INC.
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
1 unchanged sentence
2026 2025 2024
−Removed: Net income (loss) $ 526 $ 1,381 $ ( 367 )
+Added: Net income $ 693 $ 526 $ 1,381
Other comprehensive income (loss), net of tax:
Net change in foreign currency translation adjustment 5 ( 7 ) ( 1 )
−Removed: Net change in unrealized gains (losses) on available-for-sale debt securities, net of tax provision of $ 2 , $ 5 , $ 0 , respectively
−Removed: Net change in unrealized gains (losses) on cash flow hedges, net of tax provision of $ 3 , $ 2 , and $ 0 , respectively
+Added: Net change in unrealized gains on available-for-sale debt securities, net of tax provision of $ 6 , $ 2 , $ 5 , respectively
+Added: Net change in unrealized gains (losses) on cash flow hedges, net of tax provision (benefit) of $( 11 ), $ 3 , and $ 2 , respectively
+Added: ( 242 ) 66 ( 49 )
Other comprehensive income (loss), net of tax ( 220 ) 63 ( 32 )
−Removed: Comprehensive income (loss) $ 589 $ 1,349 $ ( 322 )
+Added: Comprehensive income $ 473 $ 589 $ 1,349
See Notes to Consolidated Financial Statements
14 unchanged sentences
Share-based compensation 1,632 1,526 1,416
−Removed: Exercise of convertible senior notes hedges 0 0 98
Balance, end of period 12,673 11,463 10,400
1 unchanged sentence
Balance, beginning of period ( 1,308 ) ( 608 ) ( 185 )
−Removed: Exercise of convertible senior notes hedges 0 0 ( 98 )
Common stock repurchases under share repurchase programs ( 2,912 ) ( 700 ) ( 423 )
6 unchanged sentences
Balance, beginning of period ( 1,205 ) ( 1,731 ) ( 3,112 )
−Removed: Net income (loss) 526 1,381 ( 367 )
+Added: 693 526 1,381
Balance, end of period ( 512 ) ( 1,205 ) ( 1,731 )
5 unchanged sentences
Issuance of common stock under employee equity plans 7,869 7,959 7,739
−Removed: Purchase of treasury stock from the exercise of convertible senior notes hedges 0 0 ( 635 )
−Removed: Settlement of convertible senior notes 0 0 635
−Removed: Issuance of common stock in business combination 24 76 76
Shares withheld related to net share settlement of equity awards ( 2,700 ) ( 2,579 ) ( 95 )
Common stock repurchased ( 12,772 ) ( 2,914 ) ( 1,849 )
+Added: Other share issuances 382 24 76
Balance, end of period 259,131 266,352 263,862
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) $ 526 $ 1,381 $ ( 367 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Net income $ 693 $ 526 $ 1,381
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 347 326 282
2 unchanged sentences
Non-cash lease expense 116 103 96
−Removed: Losses on investments, net 16 19 31
+Added: Net (gains) losses on investments ( 87 ) 16 19
Accretion of discounts on marketable debt securities, net ( 61 ) ( 113 ) ( 149 )
Deferred income taxes 218 33 ( 1,058 )
+Added: Asset impairments 117 19 0
Other 7 ( 1 ) ( 17 )
13 unchanged sentences
Business combinations, net of cash acquired ( 2,079 ) ( 825 ) ( 8 )
−Removed: Purchase of other intangible assets ( 3 ) ( 10 ) ( 1 )
+Added: Purchases of other intangible assets 0 ( 3 ) ( 10 )
Purchases of non-marketable equity and other investments ( 21 ) ( 22 ) ( 16 )
−Removed: Sales and maturities of non-marketable equity and other investments 5 2 12
−Removed: Net cash used in investing activities ( 1,781 ) ( 1,751 ) ( 2,506 )
+Added: Sales of non-marketable equity and other investments 19 5 2
+Added: Net cash provided by (used in) investing activities 333 ( 1,781 ) ( 1,751 )
Cash flows from financing activities:
−Removed: Proceeds from issuance of debt, net of debt discount 0 0 2,978
−Removed: Repayments and extinguishment of debt 0 0 ( 1,844 )
−Removed: Payments for debt issuance costs 0 0 ( 7 )
Repurchases of common stock ( 2,895 ) ( 700 ) ( 423 )
1 unchanged sentence
Taxes paid related to net share settlement of equity awards ( 616 ) ( 636 ) ( 22 )
−Removed: Net cash provided by (used in) financing activities ( 1,150 ) ( 268 ) 1,204
+Added: Net cash used in financing activities ( 3,319 ) ( 1,150 ) ( 268 )
Effect of exchange rate changes 2 0 ( 1 )
7 unchanged sentences
Cash paid for interest $ 110 $ 110 $ 110
−Removed: Cash paid for income taxes, net of refunds 65 39 89
Non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid 64 27 52
−Removed: Accrued taxes related to net share settlement of equity awards 13 0 0
+Added: Taxes related to net share settlement of equity awards, accrued but not paid 11 13 0
As of January 31,
9 unchanged sentences
and its subsidiaries unless the context indicates otherwise.
+Added: Amounts in this report may not recalculate due to rounding.
+Added: Year-over-year comparisons, operating margin, and net income per share are calculated using unrounded data.
Overview and Basis of Presentation
Description of the Business
−Removed: Workday is a leading enterprise platform that provides organizations with solutions for financial management, human capital management (“HCM”), planning, spend management, and analytics.
−Removed: With Workday, our customers have an artificial intelligence (“AI”)-powered cloud platform that helps them manage their most important assets – their people and money.
+Added: Workday is a leading enterprise platform that provides organizations with solutions for human capital management (“HCM”), financial management, spend management, and planning.
+Added: With Workday, our customers have an artificial intelligence (“AI”)-powered cloud platform that helps them manage their people, money, and agents.
Our fiscal year ends on January 31.
17 unchanged sentences
Significant segment expenses include the costs and expenses presented on the Consolidated Statements of Operations.
−Removed: Other segment items include Other income (expense), net and Provision for (benefit from) income taxes.
+Added: Other segment items include Other income, net and Provision for (benefit from) income taxes.
Accounting Standards and Significant Accounting Policies
11 unchanged sentences
Subscription Services Revenues
−Removed: Subscription services revenues primarily consist of fees that provide customers access to one or more of our cloud applications for financial management, spend management, human capital management, planning, and analytics, with routine customer support.
+Added: Subscription services revenues primarily consist of fees that provide customers access to our cloud applications, with standard and enhanced customer support.
Revenues are generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer.
10 unchanged sentences
The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.
−Removed: 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.
+Added: 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, and the number and types of users within our contracts.
We use a range of amounts to estimate SSP for both subscription and professional services sold together in a contract to determine whether there is a discount to be allocated based on the relative SSP of the performance obligations.
2 unchanged sentences
Changes in SSP for our services can evolve over time due to changes in our pricing practices that are influenced by market competition, changes in demand for our services, and other economic factors.
−Removed: As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP and may therefore impact revenue recognized in our consolidated financial statements.
Contract Balances
−Removed: We generally invoice our customers annually in advance for our subscription services and in arrears for our professional services.
+Added: We generally invoice our customers annually in advance for our subscription services.
+Added: For our professional services, we generally invoice customers as the work is performed for time and materials arrangements, and in advance for fixed price arrangements.
Payment terms and conditions vary by contract type and by customer, and payment is generally required within 30 days from date of invoicing.
3 unchanged sentences
A contract asset is recognized when a conditional right to consideration exists and transfer of control has occurred.
−Removed: The current and noncurrent portions of contract assets are included in Trade and other receivables and Other assets, respectively, on the Consolidated Balance Sheets.
+Added: The current and noncurrent portions of contract assets are included in Trade and other receivables, net and Other assets, respectively, on the Consolidated Balance Sheets.
We maintain an allowance for credit losses for expected uncollectible trade receivables and contract assets, which is recorded as an offset to trade receivables or contract assets.
We assess our allowance for credit losses by taking into consideration forecasts of future economic conditions, information about past events, such as our historical trend of write-offs, and customer-specific circumstances, such as bankruptcies and disputes.
+Added: For current trade receivables and contract assets, we assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
The allowance for credit losses is recorded in General and administrative expenses on the Consolidated Statements of Operations.
12 unchanged sentences
Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase.
−Removed: Our cash equivalents generally consist of investments in corporate bonds, commercial paper, and money market funds.
+Added: Our cash equivalents generally consist of investments in U.S.
+Added: treasury securities, commercial paper, and money market funds.
Debt Securities
1 unchanged sentence
treasury securities, U.S.
−Removed: agency obligations, corporate bonds, commercial paper, and asset-backed securities.
+Added: agency obligations, corporate bonds, commercial paper, asset-backed securities, and supranational securities.
We classify our debt securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date.
6 unchanged sentences
The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security.
−Removed: An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in Other income (expense), net on the Consolidated Statements of Operations.
+Added: An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in Other income, net on the Consolidated Statements of Operations.
Non-credit related losses are recorded in Accumulated other comprehensive income (loss) (“AOCI”).
8 unchanged sentences
Additionally, we assess our non-marketable equity investments quarterly for impairment.
−Removed: Adjustments and impairments are recorded in Other income (expense), net on the Consolidated Statements of Operations.
+Added: Adjustments and impairments are recorded in Other income, net on the Consolidated Statements of Operations.
Marketable Equity Investments
1 unchanged sentence
Marketable equity investments are included in Marketable securities on the Consolidated Balance Sheets.
−Removed: They are measured using quoted prices in active markets with changes recorded in Other income (expense), net on the Consolidated Statements of Operations.
+Added: They are measured using quoted prices in active markets with changes recorded in Other income, net on the Consolidated Statements of Operations.
Deferred Commissions
9 unchanged sentences
The effectiveness of the cash flow hedges is assessed quantitatively using regression at inception of the hedge and on an ongoing basis.
−Removed: For derivative instruments not designated as hedging instruments (“non-designated hedges”), which we use to hedge a portion of our net outstanding monetary assets and liabilities, the gains or losses are recorded in Other income (expense), net on the Consolidated Statements of Operations in the period incurred.
+Added: For derivative instruments not designated as hedging instruments (“non-designated hedges”), which we use to hedge a portion of our net outstanding monetary assets and liabilities, the gains or losses are recorded in Other income, net on the Consolidated Statements of Operations in the period incurred.
Cash flows from the settlement of forward contracts designated as cash flow hedges and non-designated hedges are classified as operating activities on the Consolidated Statements of Cash Flows.
3 unchanged sentences
Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as shown in the table below.
−Removed: Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Computers, equipment, and software 2 - 10 years
4 unchanged sentences
Business Combinations
−Removed: We allocate the purchase consideration of acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded to goodwill.
+Added: We allocate the purchase consideration of acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the exception of contract assets and unearned revenue which are measured and recognized on the acquisition date in accordance with our revenue recognition policy.
+Added: Any residual purchase price is recorded as goodwill.
Our estimates are inherently uncertain and subject to refinement.
1 unchanged sentence
Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations.
−Removed: In the event that we acquire a company in which we previously held an equity interest, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the equity investment is recorded as a non-cash gain or loss within Other income (expense), net on the Consolidated Statements of Operations.
+Added: In the event that we acquire a company in which we previously held an equity interest, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the equity investment is recorded as a non-cash gain or loss within Other income, net on the Consolidated Statements of Operations.
Goodwill and Acquisition-Related Intangible Assets
Acquisition-related intangible assets with finite lives are amortized over their estimated useful lives.
−Removed: Goodwill amounts are not amortized.
−Removed: Acquisition-related intangible assets and goodwill are tested for impairment at least annually, and more frequently upon the occurrence of certain events.
+Added: Goodwill is not amortized, but is tested for impairment at least annually, and more frequently upon the occurrence of certain events.
We have entered into operating lease agreements for our office space, data centers, and other property and equipment.
2 unchanged sentences
As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate to determine the present value of lease payments.
−Removed: We have elected to combine lease and non-lease components for each of our existing underlying asset classes and to exclude leases with a term of 12 months or less from our Consolidated Balance Sheets.
+Added: We have elected to combine lease and non-lease components for each of our existing underlying leases and to exclude leases with a term of 12 months or less from our Consolidated Balance Sheets.
We recognize variable lease costs, including common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor, in the Consolidated Statements of Operations in the period incurred.
Options to extend or terminate a lease are included in the lease term when it is reasonably certain that we will exercise such options.
+Added: Impairment of Long-Lived Assets
+Added: We evaluate long-lived assets, including property and equipment, acquisition-related intangible assets, and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
+Added: Recoverability is measured by comparing the carrying value to the future undiscounted cash flows we expect the asset or asset group to generate.
+Added: Any excess of the carrying value of the asset or asset group above its fair value is recognized as an impairment loss.
Treasury Stock
Treasury stock is accounted for using the cost method and recorded as a reduction to Stockholders’ equity on the Consolidated Balance Sheets.
−Removed: Incremental direct costs to purchase treasury stock are included in the cost of the shares acquired.
−Removed: To determine the cost of treasury stock that is either sold or re-issued, we use the first in, first out method.
−Removed: When treasury stock is re-issued at a price higher than its cost, the increase is recorded in Additional paid-in capital on the Consolidated Balance Sheets.
−Removed: When treasury stock is re-issued at a price lower than its cost, the decrease is recorded in Additional paid-in capital to the extent that there are previously recorded increases to offset the decrease.
−Removed: Any decreases in excess of that amount are recorded in Accumulated deficit on the Consolidated Balance Sheets.
+Added: Incremental direct costs to purchase treasury stock, including excise tax and commissions, are included in the cost of the shares acquired.
Advertising Expenses
2 unchanged sentences
Share-Based Compensation
−Removed: We measure and recognize compensation expense for share-based awards issued to employees and non-employees, primarily including restricted stock units (“RSUs”) and purchases under our employee stock purchase plan (“ESPP”), on the Consolidated Statements of Operations.
−Removed: For RSUs, fair value is based on the closing price of our common stock on the grant date.
−Removed: Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period.
−Removed: The requisite service period of the awards is generally the same as the vesting period.
+Added: We measure and recognize compensation expense for share-based awards issued to employees and non-employees, primarily including restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and purchases under our employee stock purchase plan (“ESPP”), on the Consolidated Statements of Operations.
+Added: For RSUs and PSUs, fair value is based on the closing price of our common stock on the grant date.
+Added: Compensation expense for RSUs, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period, which is generally the same as the vesting period.
+Added: Compensation expense for PSUs is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance conditions will be satisfied.
For shares issued under the ESPP, fair value is estimated using the Black-Scholes option-pricing model.
14 unchanged sentences
Restructuring
−Removed: Restructuring costs are associated with a formal restructuring plan and are primarily related to employee severance, the closure of facilities, and cancellation of certain contracts.
+Added: Restructuring costs are associated with a formal restructuring plan and are primarily related to workforce reductions, the closure of facilities, and other exit and disposal activities.
For involuntary employee termination benefits not provided under an ongoing benefit arrangement, costs are recognized when the plan is communicated to the employees.
26 unchanged sentences
The effects of foreign currency translation adjustments are recorded in AOCI on the Consolidated Balance Sheets.
−Removed: Foreign currency transaction gains and losses are included in Other income (expense), net on the Consolidated Statements of Operations.
+Added: Foreign currency transaction gains and losses are included in Other income, net on the Consolidated Statements of Operations.
Concentrations of Risk and Significant Customers
3 unchanged sentences
No customer individually accounted for more than 10% of total revenues during fiscal 2026, 2025, or 2024.
−Removed: Other than the United States, no country individually accounted for more than 10% of total revenues during fiscal 2025, 2024, or 2023.
−Removed: In order to reduce the risk of disruption of our cloud applications, we have established data centers in various geographic regions.
−Removed: We serve our customers and users from data center facilities operated by third parties, located in the United States and Europe.
−Removed: We have internal procedures to restore services in the event of disruption at one of our data center facilities.
+Added: Other than the United States (“U.S.”), no country individually accounted for more than 10% of total revenues during fiscal 2026, 2025, or 2024.
+Added: In order to reduce the risk of disruption of our cloud applications, we host our applications in data centers operated by third parties located in the U.S., Europe, Canada, and the Asia-Pacific region.
+Added: These data centers include third-party hosted infrastructure, including Amazon Web Services and Google Cloud, and co-location data centers.
+Added: Procedures are in place to restore services in the event of disruption at one of these data center facilities.
Even with these procedures for disaster recovery in place, our cloud applications could be significantly interrupted during the implementation of the procedures to restore services.
−Removed: In addition, we rely upon third-party hosted infrastructure partners, including Amazon Web Services (“AWS”) and Google Cloud, to serve customers globally and operate certain aspects of our services.
−Removed: Given this, any disruption of or interference at our hosted infrastructure partners may impact our operations and our business could be adversely impacted.
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which requires enhanced segment disclosures primarily focusing on significant segment expenses.
−Removed: This ASU also requires public entities with a single reportable segment to provide all the disclosures required by the updated standard and all existing segment disclosures in Topic 280 on an interim and annual basis.
−Removed: These amendments do not change how a public entity identifies its operating and reportable segments.
−Removed: We adopted this ASU effective February 1, 2024.
−Removed: For further information, see Note 1, Overview and Basis of Presentation .
−Removed: Recently Issued Accounting Pronouncements
−Removed: In December 2023, the FASB issued ASU No.
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
2023-09, Income Taxes (Topic 740):
Improvements to Income Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The updated standard allows for adoption on a prospective basis, with a retrospective option.
−Removed: We do not intend to early adopt, and are currently evaluating the impacts of the updated standard.
+Added: We adopted this ASU on a prospective basis effective February 1, 2025.
+Added: For further information, see Note 17, Income Taxes .
+Added: In July 2025, the FASB issued ASU No.
+Added: 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets.
+Added: We early adopted this ASU on a prospective basis effective November 1, 2025.
+Added: In accordance with this practical expedient, for current trade receivables and contract assets, we assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: The adoption had no material impact on our consolidated financial statements during fiscal 2026.
+Added: Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No.
1 unchanged sentence
Disaggregation of Income Statement Expenses, which requires the disclosure of additional information about specific expense categories in the notes to the financial statements.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: This ASU is effective for annual periods beginning in our fiscal 2028, and interim periods beginning in the first quarter of our fiscal 2029, with early adoption permitted.
The updated standard allows for adoption on a prospective or retrospective basis.
−Removed: We are currently evaluating the impacts of the updated standard.
+Added: We are currently evaluating the effect the updated standard will have on our financial statement disclosures.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the internal-use software costs capitalization model by eliminating stage-based rules and replacing them with a principles-based framework to be more aligned with modern software development practices.
+Added: This ASU is effective for interim and annual reporting periods beginning in the first quarter of our fiscal 2029, with early adoption permitted as of the beginning of an annual reporting period.
+Added: Entities may adopt the guidance using prospective application, retrospective application, or a modified transition approach.
+Added: We are currently evaluating the effect the updated standard will have on our consolidated financial statements and related disclosures.
Debt Securities
As of January 31, 2026, debt securities consisted of the following (in millions):
−Removed: Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value
+Added: Amortized Cost Gross Unrealized Gains
+Added: Gross Unrealized Losses
+Added: Aggregate Fair Value
treasury securities $ 1,820 $ 11 $ 0 $ 1,831
3 unchanged sentences
Asset-backed securities 155 2 0 157
−Removed: Other debt securities
+Added: Supranational securities 26 0 0 26
Total debt securities $ 4,304 $ 36 $ 0 $ 4,340
2 unchanged sentences
As of January 31, 2025, debt securities consisted of the following (in millions):
−Removed: Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value
+Added: Amortized Cost Gross Unrealized Gains
+Added: Gross Unrealized Losses
+Added: Aggregate Fair Value
treasury securities $ 2,069 $ 4 $ ( 1 ) $ 2,072
2 unchanged sentences
Commercial paper 294 0 0 294
+Added: Asset-backed securities 104 0 0 104
+Added: Supranational securities 5 0 0 5
Total debt securities $ 6,638 $ 17 $ ( 4 ) $ 6,651
1 unchanged sentence
Included in Marketable securities $ 6,461 $ 17 $ ( 4 ) $ 6,474
−Removed: The fair values of debt securities, by remaining contractual maturity, were as follows (in millions):
+Added: The following table presents the fair values of debt securities as of January 31, 2026, by remaining contractual maturity (in millions).
+Added: Actual maturities may differ from contractual maturities because borrowers may have certain prepayment conditions.
January 31, 2026
4 unchanged sentences
Total debt securities
−Removed: Actual maturities may differ from contractual maturities because borrowers may have certain prepayment conditions.
−Removed: Interest receivable of $ 53 million and $ 35 million is included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of January 31, 2025, and 2024, respectively.
−Removed: The unrealized losses on our debt securities primarily resulted from changes in market interest rates.
−Removed: We do not intend to sell these debt securities and it is not more likely than not that we will be required to sell the debt securities before recovery of their amortized cost bases, which may be at maturity.
−Removed: We did not recognize any credit-related losses on our debt securities during the periods presented.
−Removed: The following tables summarize the aggregate fair value and gross unrealized losses for all debt securities in an unrealized loss position, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in millions):
−Removed: As of January 31, 2025
−Removed: Less than 12 Months
−Removed: 12 Months or Greater
−Removed: Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
−Removed: treasury securities $ 555 $ ( 1 ) $ 0 $ 0 $ 555 $ ( 1 )
−Removed: Corporate bonds 966 ( 3 ) 74 0 1,040 ( 3 )
−Removed: $ 1,521 $ ( 4 ) $ 74 $ 0 $ 1,595 $ ( 4 )
−Removed: As of January 31, 2024
−Removed: Less than 12 Months
−Removed: 12 Months or Greater
−Removed: Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
−Removed: treasury securities $ 921 $ ( 2 ) $ 78 $ ( 1 ) $ 999 $ ( 3 )
−Removed: agency obligations 234 0 100 ( 1 ) 334 ( 1 )
−Removed: Corporate bonds 921 ( 3 ) 171 ( 1 ) 1,092 ( 4 )
−Removed: $ 2,076 $ ( 5 ) $ 349 $ ( 3 ) $ 2,425 $ ( 8 )
−Removed: We sold $ 273 million, $ 59 million, and $ 98 million of debt securities during fiscal 2025, 2024, or 2023, respectively.
−Removed: The realized gains and losses from the sales were immaterial.
+Added: Interest receivable of $ 33 million and $ 53 million was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of January 31, 2026, and 2025, respectively.
+Added: As of January 31, 2026, and 2025, unrealized losses on our debt securities were not material.
+Added: We did not recognize any credit losses related to our debt securities during the periods presented.
+Added: We sold $ 2.9 billion, $ 273 million, and $ 59 million of debt securities during fiscal 2026, 2025, or 2024, respectively.
+Added: The realized net gains from the sales were $ 27 million in fiscal 2026 and immaterial in fiscal 2025 and 2024.
Equity Investments
Equity investments consisted of the following (in millions):
−Removed: As of January 31,
−Removed: Consolidated Balance Sheets Location 2025 2024
+Added: Consolidated Balance Sheets Location As of January 31,
Money market funds Cash and cash equivalents $ 694 $ 988
7 unchanged sentences
Net unrealized losses recognized on equity investments held as of the end of the period ( 5 ) ( 12 ) ( 30 )
−Removed: Total net losses recognized in Other income (expense), net $ ( 18 ) $ ( 24 ) $ ( 27 )
+Added: Total net gains (losses) recognized in Other income, net
+Added: $ 59 $ ( 18 ) $ ( 24 )
(1) Reflects the difference between the sale proceeds and the carrying value of the equity investments at the beginning of the fiscal year.
3 unchanged sentences
Total initial cost $ 205 $ 217
−Removed: Cumulative net unrealized gains (losses) 27 35
+Added: Cumulative net unrealized gains 25 27
Carrying value $ 230 $ 244
+Added: In fiscal 2026, we recognized net gains of $ 64 million related to exits of non-marketable equity investments, which included a non-cash gain of $ 11 million related to our acquisition of Sana.
+Added: For further information, see Note 7, Business Combinations .
+Added: Additionally, we recognized upward adjustments of $ 17 million, and impairment losses of $ 22 million.
In fiscal 2025, we recorded losses related to impairments and exits of $ 18 million, upward adjustments of $ 5 million, and downward adjustments of $ 5 million on our non-marketable equity investments.
In fiscal 2024, we recorded impairment losses of $ 30 million.
−Removed: In fiscal 2023, we recorded upward adjustments of $ 8 million and impairment losses of $ 16 million.
Marketable Equity Investments
−Removed: We held no marketable equity investments in fiscal 2025.
+Added: We held no marketable equity investments in fiscal 2026 and 2025.
During fiscal 2024, we sold marketable equity investments for proceeds of $ 87 million, with corresponding realized gains of $ 6 million.
−Removed: During fiscal 2023, we sold marketable equity investments for proceeds of $ 6 million, and the realized gains from the sales were not material.
−Removed: Additionally, we recorded unrealized net losses of $ 18 million on marketable equity investments held as of January 31, 2023.
Fair Value Measurements
7 unchanged sentences
Asset-backed securities 0 157 0 157
−Removed: Other debt securities
+Added: Supranational securities 0 26 0 26
Money market funds 694 0 0 694
9 unchanged sentences
Commercial paper 0 294 0 294
+Added: Asset-backed securities 0 104 0 104
+Added: Supranational securities 0 5 0 5
Money market funds 988 0 0 988
26 unchanged sentences
Depreciation expense totaled $ 237 million, $ 243 million, and $ 203 million for fiscal 2026, 2025, and 2024, respectively.
+Added: During fiscal 2026 and 2025, we recognized impairment charges of $ 101 million and $ 13 million, respectively, related to certain property and equipment as a result of our restructuring activities.
+Added: For further information, see Note 21, Rest ructuring .
+Added: There were no impairments of property and equipment in fiscal 2024.
Business Combinations
+Added: Sana Acquisition
+Added: In November 2025, we acquired all outstanding stock of Sana Labs AB (“Sana”), an AI company building the next generation of enterprise knowledge tools.
+Added: We have included the financial results of Sana in our consolidated financial statements from the date of acquisition.
+Added: The total acquisition-date fair value of the purchase consideration was $ 1.1 billion, attributable to cash consideration of $ 1.0 billion and the fair value of a previously held equity interest of $ 16 million.
+Added: The fair values of assets acquired and liabilities assumed may be subject to change over the measurement period as additional information is received and certain tax matters are finalized.
+Added: The measurement period will end no later than one year from the acquisition date.
+Added: The preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows (in millions):
+Added: Acquisition-related intangible assets
+Added: Other liabilities
+Added: Total purchase consideration, inclusive of previously held equity interest
+Added: The fair values and weighted-average useful lives of the acquired intangible assets by category were as follows (in millions, except years):
+Added: Estimated Fair Values
+Added: Weighted-Average Useful Lives (in Years)
+Added: Developed technology
+Added: Customer relationships
+Added: Total acquisition-related intangible assets
+Added: The goodwill recognized was primarily attributable to the assembled workforce and the expected synergies from integrating Sana’s technology into our product portfolio.
+Added: The goodwill is not deductible for income tax purposes.
+Added: We held a non-marketable equity investment in Sana with a carrying value of $ 5 million prior to the acquisition.
+Added: We recognized a non-cash gain of $ 11 million as a result of remeasuring our prior equity interest in Sana held before the business combination.
+Added: The gain is included in Other income, net on the Consolidated Statements of Operations.
+Added: Separate operating results and pro forma results of operations for Sana have not been presented as the effect of this acquisition was not material to our financial results.
+Added: Paradox Acquisition
+Added: In September 2025, we acquired all outstanding stock of Paradox, Inc.
+Added: (“Paradox”), a candidate experience agent that uses conversational AI to simplify the job application journey.
+Added: We have included the financial results of Paradox in our consolidated financial statements from the date of acquisition.
+Added: The total acquisition-date fair value of the purchase consideration was $ 1.1 billion, attributable to cash consideration of $ 1.0 billion and the fair value of a previously held equity interest of $ 20 million.
+Added: The fair values of assets acquired and liabilities assumed may be subject to change over the measurement period as additional information is received and certain tax matters are finalized.
+Added: The measurement period will end no later than one year from the acquisition date.
+Added: The preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows (in millions):
+Added: Acquisition-related intangible assets
+Added: Other liabilities
+Added: Total purchase consideration, inclusive of previously held equity interest
+Added: The fair values and weighted-average useful lives of the acquired intangible assets by category were as follows (in millions, except years):
+Added: Estimated Fair Values
+Added: Weighted-Average Useful Lives (in Years)
+Added: Developed technology
+Added: Customer relationships
+Added: Total acquisition-related intangible assets
+Added: The goodwill recognized was primarily attributable to the assembled workforce and the expected synergies from integrating Paradox’s technology into our product portfolio.
+Added: The goodwill is not deductible for income tax purposes.
+Added: We held a non-marketable equity investment in Paradox with a carrying value of $ 20 million prior to the acquisition.
+Added: There was no gain or loss resulting from the remeasurement of our prior equity interest in Paradox held before the business combination.
+Added: Separate operating results and pro forma results of operations for Paradox have not been presented as the effect of this acquisition was not material to our financial results.
+Added: Other Acquisitions
+Added: In December 2025, we completed an acquisition for total purchase consideration of $ 111 million, resulting in an increase of $ 46 million and $ 64 million in acquired developed technology and goodwill, respectively.
+Added: In August 2025, we completed an acquisition for total purchase consideration of $ 6 million, resulting in an increase of $ 1 million and $ 4 million in acquired developed technology and goodwill, respectively.
Evisort Acquisition
−Removed: On October 8, 2024, we acquired all outstanding stock of Evisort Inc.
+Added: In October 2024, we acquired all outstanding stock of Evisort Inc.
(“Evisort”), a provider of an AI-native document intelligence platform.
−Removed: With Evisort, we intend to add AI-powered document intelligence solutions across our suite of finance and HCM applications.
We have included the financial results of Evisort in our consolidated financial statements from the date of acquisition.
3 unchanged sentences
The goodwill is not deductible for income tax purposes.
−Removed: The fair values of assets acquired and liabilities assumed may be subject to change over the measurement period as additional information is received and certain tax matters are finalized.
−Removed: The measurement period will end no later than one year from the acquisition date.
Separate operating results and pro forma results of operations for Evisort have not been presented as the effect of this acquisition was not material to our financial results.
HiredScore Acquisition
−Removed: On March 29, 2024, we acquired all outstanding stock of HiredScore, Inc.
+Added: In March 2024, we acquired all outstanding stock of HiredScore, Inc.
(“HiredScore”), a provider of AI-powered talent orchestration solutions.
−Removed: With HiredScore, Workday provides customers with a comprehensive, transparent, and intelligent talent acquisition and internal mobility offering, helping them better address their ever-evolving people needs.
We have included the financial results of HiredScore in our consolidated financial statements from the date of acquisition.
The total acquisition-date fair value of the purchase consideration was $ 530 million, which was paid in cash.
−Removed: The purchase consideration was preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill.
−Removed: The fair values of assets acquired and liabilities assumed may be subject to change over the measurement period as additional information is received and certain tax matters are finalized.
−Removed: The primary areas that are subject to change include income taxes payable and deferred taxes.
−Removed: The measurement period will end no later than one year from the acquisition date.
−Removed: The preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows (in millions):
+Added: The fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows (in millions):
Acquisition-related intangible assets 135
10 unchanged sentences
Acquisition-related intangible assets, net consisted of the following as of January 31, 2026 (in millions):
−Removed: Gross Carrying Amount Accumulated Amortization Net Book Value
+Added: Gross Carrying Value
+Added: Accumulated Amortization Net Book Value
Developed technology $ 742 $ ( 362 ) $ 380
4 unchanged sentences
Acquisition-related intangible assets, net consisted of the following as of January 31, 2025 (in millions):
−Removed: Gross Carrying Amount Accumulated Amortization Net Book Value
+Added: Gross Carrying Value
+Added: Accumulated Amortization Net Book Value
Developed technology $ 473 $ ( 303 ) $ 170
10 unchanged sentences
Non-marketable equity and other investments $ 233 $ 247
−Removed: Derivative assets 52 14
+Added: Prepayments for goods and services 64 16
Contract assets 59 44
Technology patents and other intangible assets, net 21 25
−Removed: Prepayments for goods and services 16 14
Deposits 14 10
+Added: Derivative assets 2 52
Total other assets $ 460 $ 418
Technology patents and other intangible assets with estimable useful lives are amortized on a straight-line basis.
−Removed: As of January 31, 2025, the future estimated amortization expense was as follows (in millions):
+Added: As of January 31, 2026, our future estimated amortization expense was as follows (in millions):
Fiscal Period:
−Removed: Thereafter 10
Derivative Instruments
5 unchanged sentences
We designate these forward contracts as cash flow hedging instruments since the accounting criteria for such designation has been met.
−Removed: As of January 31, 2025, we estimate that $ 23 million of net gains recorded in AOCI related to our cash flow hedges will be reclassified into income within the next 12 months.
+Added: As of January 31, 2026, we estimate that $ 38 million of net losses recorded in AOCI related to our cash flow hedges will be reclassified into earnings within the next 12 months.
As of January 31, 2026, and 2025, the notional values of the cash flow hedges that we held to buy U.S.
−Removed: dollars in exchange for other currencies were $ 2.8 billion and $ 2.5 billion, respectively.
−Removed: The notional values of the cash flow hedges that we held to sell U.S.
+Added: dollars in exchange for other currencies were $ 3.0 billion and $ 2.8 billion, respectively, and the notional values of the cash flow hedges that we held to sell U.S.
dollars in exchange for other currencies were $ 874 million and $ 420 million as of January 31, 2026, and 2025, respectively.
24 unchanged sentences
Costs and expenses 8,831 7 8,031 ( 3 ) 7,076 1
−Removed: Provision for (benefit from) income taxes 112 0 ( 1,025 ) 0 107 ( 6 )
Pre-tax gains (losses) associated with cash flow hedges were as follows (in millions):
4 unchanged sentences
Gains (losses) reclassified from AOCI into income (effective portion) Costs and expenses 7 ( 3 ) 1
−Removed: Gains (losses) reclassified from AOCI into income (effective portion) Provision for (benefit from) income taxes 0 0 ( 6 )
Gains (losses) associated with non-designated hedges were as follows (in millions):
1 unchanged sentence
2026 2025 2024
−Removed: Gains (losses) related to non-designated hedges Other income (expense), net $ 4 $ 5 $ 10
−Removed: We are subject to netting agreements with all of the 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.
−Removed: It is our policy to present the derivatives gross on the Consolidated Balance Sheets.
+Added: Gains (losses) related to non-designated hedges Other income, net $ ( 8 ) $ 4 $ 5
+Added: We manage our exposure to counterparty risk by entering into foreign currency forward contracts with a diversified group of nine major financial institutions and by actively monitoring outstanding positions.
+Added: We are subject to netting agreements with all of these counterparties, 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.
+Added: After consideration of these netting arrangements, the total net settlement amount related to our foreign currency forward contracts is an asset position of $ 1 million and a liability position of $ 128 million as of January 31, 2026, and an asset position of $ 86 million as of January 31, 2025.
+Added: Although legally enforceable master netting arrangements exist between Workday and each counterparty, it is our policy to present the derivatives gross on the Consolidated Balance Sheets.
Our foreign currency forward contracts are not subject to any credit contingent features or collateral requirements.
−Removed: We manage our exposure to counterparty risk by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.
−Removed: As of January 31, 2025, information related to these offsetting arrangements was as follows (in millions):
−Removed: Gross Amounts of Recognized Assets Gross Amounts Offset on the Consolidated Balance Sheets Net Amounts of Assets Presented on the Consolidated Balance Sheets Gross Amounts Not Offset on the Consolidated Balance Sheets Net Assets Exposed
−Removed: Financial Instruments Cash Collateral Received
−Removed: Derivative assets:
−Removed: Counterparty A $ 23 $ 0 $ 23 $ ( 2 ) $ 0 $ 21
−Removed: Counterparty B 17 0 17 ( 9 ) 0 8
−Removed: Counterparty C 4 0 4 ( 4 ) 0 0
−Removed: Counterparty D 48 0 48 ( 9 ) 0 39
−Removed: Counterparty E 5 0 5 0 0 5
−Removed: Counterparty F 9 0 9 ( 1 ) 0 8
−Removed: Counterparty G 6 0 6 ( 1 ) 0 5
−Removed: Total $ 112 $ 0 $ 112 $ ( 26 ) $ 0 $ 86
−Removed: Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Consolidated Balance Sheets Net Amounts of Liabilities Presented on the Consolidated Balance Sheets Gross Amounts Not Offset on the Consolidated Balance Sheets Net Liabilities Exposed
−Removed: Financial Instruments Cash Collateral Pledged
−Removed: Derivative liabilities:
−Removed: Counterparty A $ 2 $ 0 $ 2 $ ( 2 ) $ 0 $ 0
−Removed: Counterparty B 9 0 9 ( 9 ) 0 0
−Removed: Counterparty C 4 0 4 ( 4 ) 0 0
−Removed: Counterparty D 9 0 9 ( 9 ) 0 0
−Removed: Counterparty F 1 0 1 ( 1 ) 0 0
−Removed: Counterparty G
−Removed: 1 0 1 ( 1 ) 0 0
−Removed: Total $ 26 $ 0 $ 26 $ ( 26 ) $ 0 $ 0
Outstanding debt consisted of the following (in millions):
6 unchanged sentences
Debt, noncurrent $ 2,987 $ 2,984
−Removed: As of January 31, 2025, the future principal payments for the outstanding debt were as follows (in millions):
+Added: As of January 31, 2026, our future principal payments for the outstanding debt were as follows (in millions):
Fiscal Period:
2 unchanged sentences
In fiscal 2023, we issued $ 3.0 billion aggregate principal amount of senior notes, consisting of $ 1.0 billion aggregate principal amount of 3.500 % notes due April 1, 2027 (“2027 Notes”), $ 750 million aggregate principal amount of 3.700 % notes due April 1, 2029 (“2029 Notes”), and $ 1.25 billion aggregate principal amount of 3.800 % notes due April 1, 2032 (“2032 Notes,” and together with the 2027 Notes and the 2029 Notes, “Senior Notes”).
−Removed: Interest is payable semi-annually in arrears on April 1 and October 1 of each year, which commenced in October 2022.
+Added: Interest is payable semi-annually in arrears on April 1 and October 1 of each year.
The Senior Notes are unsecured obligations and rank equally with all existing and future unsecured and unsubordinated indebtedness of Workday.
6 unchanged sentences
The effective interest rates on the 2027 Notes, 2029 Notes, and 2032 Notes, which are calculated as the contractual interest rates adjusted for the debt discount and issuance costs, are 3.67 %, 3.82 %, and 3.90 %, respectively.
−Removed: As of both January 31, 2025, and 2024, the total estimated fair value of the Senior Notes was $ 2.8 billion.
+Added: As of January 31, 2026, and 2025, the total estimated fair value of the Senior Notes was $ 2.9 billion and $ 2.8 billion, respectively.
The estimated fair values of the Senior Notes, which we have classified as Level 2 financial instruments, were determined based on quoted bid prices in an over-the-counter market on the last trading day of the reporting period.
1 unchanged sentence
In fiscal 2023, we entered into a credit agreement (“2022 Credit Agreement”) which provides for a revolving credit facility in an aggregate principal amount of $ 1.0 billion.
−Removed: The 2022 Credit Agreement replaced the credit agreement entered into in fiscal 2021 (“2020 Credit Agreement”), which provided for a term loan facility in an aggregate original principal amount of $ 750 million and a revolving credit facility in an aggregate principal amount of $ 750 million.
−Removed: Concurrently with entering into the 2022 Credit Agreement, we paid off the remaining principal balance of $ 694 million on the term loan under the 2020 Credit Agreement and terminated the revolving credit facility under the 2020 Credit Agreement which had no outstanding balance.
−Removed: The modification to our revolving credit facility and extinguishment of the term loan under the 2020 Credit Agreement did not have a material impact to our Consolidated Statements of Operations for fiscal 2023.
As of January 31, 2026, and 2025, we had no outstanding revolving loans under the 2022 Credit Agreement.
6 unchanged sentences
As of January 31, 2026, and 2025, we were in compliance with all covenants included in the 2022 Credit Agreement.
−Removed: Convertible Senior Notes
−Removed: In fiscal 2018, we issued 0.25 % convertible senior notes due October 1, 2022, with a principal amount of $ 1.15 billion.
−Removed: The 2022 Notes were unsecured, unsubordinated obligations, and interest was payable in cash in arrears at a fixed rate of 0.25 % on April 1 and October 1 of each year.
−Removed: During fiscal 2023, the 2022 Notes were converted by note holders, and we repaid the $ 1.15 billion principal balance in cash.
−Removed: We also distributed approximately 0.6 million shares of our Class A common stock to note holders during fiscal 2023, which represented the conversion value in excess of the principal amount.
−Removed: In connection with the issuance of the 2022 Notes, we entered into convertible note hedge transactions (“Purchased Options”) which gave us the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2022 Notes, approximately 7.8 million shares of our Class A common stock, respectively, for $ 147.10 per share.
−Removed: During fiscal 2023, we received approximately 0.6 million shares of our Class A common stock from the exercise of the Purchased Options, which offset the economic dilution to our Class A common stock upon conversion of the 2022 Notes.
−Removed: These shares were recorded as Treasury stock on the Consolidated Balance Sheets.
−Removed: The Purchased Options were separate transactions and were not part of the terms of the 2022 Notes, and the unexercised Purchased Options expired on October 1, 2022.
−Removed: In connection with the issuance of the 2022 Notes, we also entered into transactions to sell warrants (“Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 7.8 million shares of our Class A common stock over 60 scheduled trading days beginning in January 2023 at an exercise price of $ 213.96 per share.
−Removed: During fiscal 2024, the Warrants fully expired without exercise.
Interest Expense on Debt
3 unchanged sentences
Contractual interest expense $ 110 $ 110 $ 110
−Removed: Interest cost related to amortization and write-off of debt discount and issuance costs 4 4 7
+Added: Interest cost related to amortization of debt discount and issuance costs 4 4 4
Total interest expense $ 114 $ 114 $ 114
1 unchanged sentence
Operating lease right-of-use assets were $ 719 million and $ 336 million as of January 31, 2026, and 2025, respectively, and operating lease liabilities were $ 834 million and $ 378 million as of January 31, 2026, and 2025, respectively.
+Added: In July 2025, a 20 -year lease for our new European headquarters in Dublin, Ireland, commenced.
+Added: This resulted in the recognition of an operating lease right-of-use asset of $ 313 million, and a corresponding operating lease liability of $ 333 million.
The components of operating lease expense were as follows (in millions):
2 unchanged sentences
Operating lease cost (1)
+Added: $ 161 $ 123 $ 109
Short-term lease cost 1 1 3
1 unchanged sentence
Total operating lease cost $ 214 $ 177 $ 158
+Added: (1) Operating lease cost includes impairment charges of $ 16 million and $ 6 million for fiscal 2026 and 2025, respectively, associated with our restructuring activities.
+Added: For further information, see Note 21, Restructuring .
+Added: There were no lease impairments in fiscal 2024.
Supplemental cash flow information related to our operating leases was as follows (in millions):
13 unchanged sentences
Total operating lease liabilities $ 834
−Removed: As of January 31, 2025, we have additional operating leases for data centers and office space that had not yet commenced with total undiscounted lease payments of $ 52 million.
−Removed: These operating leases will commence in fiscal 2026, with lease terms ranging from approximately five to ten years .
+Added: As of January 31, 2026, we had operating leases for office space that had not yet commenced with total undiscounted lease payments of $ 11 million.
+Added: These operating leases will commence in fiscal 2027, with lease terms ranging from approximately one to six years .
Commitments and Contingencies
15 unchanged sentences
Stockholders’ Equity
−Removed: As of January 31, 2025, there were 215 million shares of Class A common stock, net of treasury stock, and 51 million shares of Class B common stock outstanding.
+Added: As of January 31, 2026, there were 212 million shares of Class A common stock, and 47 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.
5 unchanged sentences
Share Repurchase Programs
−Removed: In August 2024, our Board of Directors authorized the repurchase of up to $ 1.0 billion of our outstanding shares of Class A common stock (“August 2024 Share Repurchase Program”).
−Removed: Under this program, in accordance with applicable securities laws and other restrictions, we may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means.
+Added: We repurchase shares of our Class A common stock under share repurchase programs authorized by our Board of Directors.
+Added: Under these programs, in accordance with applicable securities laws and other restrictions, we may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means.
The timing and total amount of share repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.
−Removed: The August 2024 Share Repurchase Program has no expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.
−Removed: Prior to the August 2024 Share Repurchase Program, our Board of Directors authorized a $ 500 million share repurchase program in February 2024, which we completed in the third quarter of fiscal 2025, and a $ 500 million share repurchase program in November 2022, which we completed in the first quarter of fiscal 2025.
−Removed: The table below sets forth information regarding our share repurchase programs (in millions, except number of shares which are reflected in thousands, and per share data):
+Added: The share repurchase programs have no expiration date, may be suspended or discontinued at any time, and do not obligate us to acquire any amount of Class A common stock.
+Added: Share repurchase programs authorized by our Board of Directors that were in effect during the periods presented were as follows (in millions):
+Added: Authorization Date
+Added: Amount Authorized
+Added: Authorization Completion Date
+Added: November 2022
+Added: $ 500 Q1 fiscal 2025
+Added: February 2024
+Added: 500 Q3 fiscal 2025
+Added: 1,000 Q3 fiscal 2026
+Added: 1,000 Q4 fiscal 2026
+Added: September 2025 4,000
+Added: The table below sets forth information regarding repurchase of shares under our share repurchase programs (in millions, except number of shares which are reflected in thousands, and per share data):
Year Ended January 31,
2 unchanged sentences
Average price paid per share (1)
+Added: $ 226.62 $ 240.20 $ 228.67
Amount repurchased (1)
$ 2,894 $ 700 $ 423
+Added: (1) Amounts exclude excise tax and commissions.
All repurchases were made in open market transactions.
−Removed: As of January 31, 2025, we were authorized to repurchase a remaining $ 802 million of our outstanding shares of Class A common stock under the August 2024 Share Repurchase Program.
+Added: As of January 31, 2026, we were authorized to repurchase a remaining $ 2.9 billion of our outstanding shares of Class A common stock under our share repurchase programs.
Employee Equity Plans
−Removed: In June 2022, our stockholders approved the 2022 Equity Incentive Plan (“2022 Plan”), with a reserve of 30 million shares for issuance.
+Added: In fiscal 2023, our stockholders approved the 2022 Equity Incentive Plan (“2022 Plan”), with a reserve of 30 million shares for issuance.
The 2022 Plan serves as the successor to our 2012 Equity Incentive Plan (“2012 Plan” and, together with the 2022 Plan, “Stock Plans”).
1 unchanged sentence
Prior awards granted under the 2012 Plan continue to be subject to the terms and provisions of the 2012 Plan.
−Removed: Shares that are withheld in connection with the net share settlement of RSUs or forfeited are added to the reserves of the 2022 Plan.
−Removed: As of January 31, 2025, we had 17 million shares of Class A common stock available for future grants.
−Removed: In June 2022, our stockholders approved the Amended and Restated 2012 Employee Stock Purchase Plan (“2012 ESPP”).
+Added: Shares that are forfeited or withheld in connection with the net share settlement of RSUs are added to the reserves of the 2022 Plan.
+Added: As of January 31, 2026, 13 million shares of Class A common stock were available for future grants under the 2022 Plan.
+Added: In fiscal 2023, our stockholders approved the Amended and Restated 2012 Employee Stock Purchase Plan (“2012 ESPP”).
Under the 2012 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.
1 unchanged sentence
As of January 31, 2026, 2 million shares of Class A common stock were available for issuance under the 2012 ESPP.
−Removed: Restricted Stock Units
−Removed: The Stock Plans provide for the issuance of RSUs to employees and non-employees.
+Added: Restricted Stock Units and Performance-Based Restricted Stock Units
+Added: The Stock Plans provide for the issuance of RSUs and performance-based restricted stock units (“PSUs”) to employees and non-employees.
RSUs generally vest over four years .
−Removed: RSU activity during fiscal 2025 was as follows (in thousands, except per share data):
−Removed: Number of Shares Weighted-Average Grant Date Fair Value
+Added: Activity during fiscal 2026 was as follows (in thousands, except per share data):
+Added: Weighted-Average Grant Date Fair Value
Outstanding balance as of January 31, 2025 14,361 $ 226.52
−Removed: RSUs granted 7,269 252.18
−Removed: RSUs vested ( 4,296 ) 205.85
−Removed: RSUs forfeited and canceled (1)
+Added: Granted- restricted stock units 8,435 219.23
+Added: Granted- performance-based restricted stock units (1)
+Added: Vested ( 4,153 ) 226.70
+Added: Forfeited and canceled (2)
( 4,603 ) 224.11
+Added: Performance adjustment (3)
Outstanding balance as of January 31, 2026 14,128 222.83
+Added: (1) Includes approximately 42 thousand PSUs granted to executives in April 2025.
+Added: The PSUs are subject to vesting based on the achievement of annual performance-based conditions determined at the beginning of each fiscal year and a three -year service-based condition.
+Added: The PSUs will vest at the end of the three -year service period, with the number of shares vesting ranging from 0 % to 150 % of the target, based on the average attainment of the annual performance conditions.
(2) Includes shares withheld in connection with the net share settlement of RSUs.
+Added: (3) Represents the difference between the target PSUs granted and the actual PSUs awarded based upon the achievement level of performance measures.
The weighted-average grant date fair value of RSUs granted during fiscal 2026, 2025, and 2024 was $ 219.23 , $ 252.18 , and $ 197.22 , respectively.
−Removed: The total fair value of RSUs vested as of the vesting dates during fiscal 2025, 2024, and 2023 was $ 1.1 billion, $ 1.4 billion, and $ 977 million, respectively.
−Removed: In the fourth quarter of fiscal 2023, we modified the vesting date of all unvested RSU awards from the 15th to the 5th of each month.
−Removed: This change impacted awards vesting after December 31, 2022, and resulted in an acceleration of share-based compensation expense in fiscal 2023 of $ 28 million.
−Removed: As of January 31, 2025, there was a total of $ 2.4 billion in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately three years .
−Removed: Market-Based Restricted Stock Units
−Removed: In December 2022, 0.3 million shares of market-based RSUs were granted to Mr.
−Removed: Eschenbach in connection with his appointment as Co-CEO that vest based on appreciation of the price of our Class A common stock over a multi-year period and upon continued service (“PVU Award”).
−Removed: We estimated the fair value of the PVU Award on the grant date using the Monte Carlo simulation model with the following assumptions:
−Removed: (i) expected volatility of 40 %, (ii) risk-free interest rate of 4 %, and (iii) total performance period of six years .
−Removed: The weighted-average grant date fair value of the PVU Award was $ 124.80 per share.
−Removed: We recognize expense for the PVU Award over the requisite service period of five years using the accelerated attribution method.
−Removed: Provided that the requisite service is rendered, the total fair value of the PVU Award at the date of grant is recognized as compensation expense even if the market condition is not achieved.
−Removed: However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria.
−Removed: As of January 31, 2025, there was a total of $ 9 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately three years .
−Removed: Stock Options
−Removed: The Stock Plans provide for the issuance of incentive and nonstatutory stock options to employees and non-employees.
−Removed: Stock options issued under the Stock Plans generally are exercisable for periods not to exceed ten years and generally vest over five years .
−Removed: As of January 31, 2025, there were 0.1 million options outstanding and exercisable with a weighted-average exercise price of $ 28.97 , and an aggregate intrinsic value of $ 17 million.
−Removed: All stock options were fully vested, with no remaining unrecognized compensation cost.
−Removed: The total intrinsic value of stock options exercised during fiscal 2025, 2024, and 2023 was $ 4 million, $ 5 million, and $ 41 million, respectively.
−Removed: The intrinsic value is the difference between the current fair value of the stock and the exercise price of the stock option.
+Added: The total fair value of RSUs vested as of the vesting dates during fiscal 2026, 2025, and 2024 was $ 952 million, $ 1.1 billion, and $ 1.4 billion, respectively.
+Added: As of January 31, 2026, there was a total of $ 2.5 billion in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs and PSUs, which is expected to be recognized over a weighted-average period of approximately three years .
Employee Stock Purchase Plan
For fiscal 2026, approximately 1 million shares of Class A common shares were purchased under the 2012 ESPP at a weighted-average price of $ 198.12 per share, resulting in cash proceeds of $ 192 million.
−Removed: The fair value of stock purchase rights granted under the 2012 ESPP was estimated using the following assumptions:
+Added: The weighted-average grant date fair value for the ESPP was $ 60.99 , $ 57.80 , and $ 57.90 per share during fiscal 2026, 2025, and 2024, respectively.
+Added: These values were calculated using the following assumptions:
Year Ended January 31,
6 unchanged sentences
Dividend yield 0 % 0 % 0 %
−Removed: Grant date fair value per share $ 210.83 - $ 251.46
+Added: Fair value per share
$ 213.35 - $ 247.75
$ 210.83 - $ 251.46
+Added: $ 215.31 - $ 272.92
Tax Benefits on Share-Based Compensation
23 unchanged sentences
Revenues from remaining performance obligations for professional services contracts as of January 31, 2026, were not material.
−Removed: Other Income (Expense), Net
−Removed: Other income (expense), net consisted of the following (in millions):
+Added: Other Income, Net
+Added: Other income, net consisted of the following (in millions):
Year Ended January 31,
4 unchanged sentences
84 ( 13 ) ( 14 )
−Removed: Total other income (expense), net $ 223 $ 173 $ ( 38 )
+Added: Total other income, net $ 288 $ 223 $ 173
(1) Interest expense primarily includes the contractual interest expense of our debt obligations, and the related non-cash interest expense attributable to amortization of the debt discount and issuance costs.
For further information, see Note 11, Debt .
−Removed: (2) Other primarily includes the net gains (losses) from our equity investments.
+Added: (2) Other primarily includes the realized net gains (losses) from sales of debt securities and net gains (losses) from our equity investments.
For further information, see Note 3, Investments .
−Removed: The components of income (loss) before provision for (benefit from) income taxes were as follows (in millions):
+Added: The components of income before provision for (benefit from) income taxes were as follows (in millions):
Year Ended January 31,
2 unchanged sentences
Foreign 66 ( 22 ) ( 109 )
−Removed: Income (loss) before provision for (benefit from) income taxes $ 638 $ 356 $ ( 260 )
+Added: Income before provision for (benefit from) income taxes $ 1,009 $ 638 $ 356
The provision for (benefit from) income taxes consisted of the following (in millions):
10 unchanged sentences
Provision for (benefit from) income taxes $ 316 $ 112 $ ( 1,025 )
−Removed: The items accounting for the difference between income taxes computed at the federal statutory income tax rate and the provision for (benefit from) income taxes consisted of the following:
+Added: The income tax provision for fiscal 2026 was primarily attributable to an increase in our U.S.
+Added: pretax income and income tax expenses in profitable foreign jurisdictions.
+Added: We adopted ASU No.
+Added: 2023-09 on a prospective basis effective February 1, 2025.
+Added: The following table reconciles the difference between income taxes computed at the federal statutory income tax rate and the provision for (benefit from) income taxes (in millions, except percentages):
Year Ended January 31, 2026
+Added: federal statutory tax rate
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Foreign tax effects:
+Added: Intercompany transactions
( 97 ) ( 9.6 ) %
+Added: Change in valuation allowance 115 11.4 %
+Added: Other ( 14 ) ( 1.4 ) %
+Added: Other foreign jurisdictions
+Added: Effect of cross-border tax laws:
+Added: Foreign-derived intangible income
+Added: ( 24 ) ( 2.4 ) %
+Added: Other 2 0.1 %
+Added: Research and development tax credit ( 68 ) ( 6.7 ) %
+Added: Nontaxable or nondeductible items:
+Added: Share-based compensation
+Added: Intercompany transactions
+Added: Other 12 1.2 %
+Added: Changes in unrecognized tax benefits (2)
+Added: Other adjustments
+Added: ( 1 ) ( 0.1 ) %
+Added: Effective tax rate
+Added: (1) State and local taxes in New York state, New Jersey, Illinois, and New York city made up the majority (greater than 50 percent) of the tax effect in this category.
+Added: (2) Changes in unrecognized tax benefits are presented on an aggregated basis for all jurisdictions.
+Added: Year Ended January 31,
Federal statutory rate 21.0 % 21.0 %
9 unchanged sentences
Total 17.5 % ( 287.6 ) %
−Removed: The income tax provision for fiscal 2025 was primarily attributable to an increase in our U.S.
−Removed: pretax income and income tax expenses in profitable foreign jurisdictions.
+Added: The following table presents income taxes paid, net of refunds (in millions):
+Added: Year Ended January 31, 2026
+Added: Federal taxes
+Added: Total state taxes
+Added: Foreign taxes
+Added: Cash paid for income taxes, net of refunds
+Added: Cash paid for income taxes, net of refunds were $ 65 million and $ 39 million in fiscal 2025 and 2024, respectively.
Significant components of our deferred tax assets and liabilities were as follows (in millions):
13 unchanged sentences
Operating lease right-of-use assets ( 128 ) ( 71 )
−Removed: Property and equipment ( 30 ) ( 13 )
Other ( 46 ) ( 75 )
2 unchanged sentences
We periodically evaluate the realizability of our deferred tax assets based on all available evidence, both positive and negative, such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies.
−Removed: The assessment requires significant judgement and is performed in each of the applicable jurisdictions.
−Removed: The remaining valuation allowance of $ 1.3 billion and $ 1.2 billion as of January 31, 2025, and 2024, respectively, was primarily related to tax credits in certain state jurisdictions and net operating loss in certain foreign jurisdictions.
+Added: The assessment requires significant judgment and is performed in each of the applicable jurisdictions.
+Added: The valuation allowance of $ 1.4 billion and $ 1.3 billion as of January 31, 2026, and 2025, respectively, was primarily related to tax credits in certain state jurisdictions, foreign intangible assets from intercompany transactions, and net operating losses in certain foreign jurisdictions.
+Added: The valuation allowance increased by $ 174 million during fiscal 2026 primarily due to an increase in deferred tax assets on certain state tax credits and foreign intangible assets from intercompany transactions, in addition to net operating losses in certain foreign jurisdictions.
The valuation allowance increased by $ 77 million during fiscal 2025 primarily due to an increase in deferred tax assets on certain state tax credits and net operating losses in certain foreign jurisdictions.
−Removed: The valuation allowance decreased by $ 1.2 billion during fiscal 2024 primarily due to the release of the valuation allowance against all U.S.
−Removed: federal and state deferred tax assets, excluding certain state tax credits.
As of January 31, 2026, we had approximately $ 299 million of federal, $ 1.4 billion of state, and $ 4.3 billion of foreign net operating loss and other tax attributes carryforwards available to offset future taxable income.
5 unchanged sentences
Our ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and similar state tax law.
−Removed: We intend to permanently reinvest any future earnings in our foreign operations unless such earnings are subject to U.S.
+Added: We intend to indefinitely reinvest any future earnings in our foreign operations unless such earnings are subject to U.S.
federal income taxes.
−Removed: As of January 31, 2025, we estimate any such hypothetical foreign withholding tax expense to be immaterial to our financial statements.
A reconciliation of the gross unrecognized tax benefits is as follows (in millions):
4 unchanged sentences
Additions for tax positions related to the current year 30 41 27
+Added: Reductions related to a lapse of applicable statute of limitations ( 1 ) 0 0
Unrecognized tax benefits at the end of the period $ 341 $ 309 $ 253
Our policy is to include interest and penalties related to unrecognized tax benefits within our provision for income taxes.
+Added: As of January 31, 2026, the amount of interest and penalties accrued was $ 5 million.
We did no t accrue any material interest expense or penalties during fiscal 2025 and 2024.
−Removed: Of the total amount of unrecognized tax benefits of $ 309 million, $ 184 million, if recognized, would impact the effective tax rate as of January 31, 2025.
+Added: As of January 31, 2026, we had unrecognized tax benefits of $ 341 million, of which $ 199 million would impact the effective tax rate, if recognized.
We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations.
Due to our net operating loss carryforwards, our income tax returns generally remain subject to examination by federal and most state and foreign tax authorities.
−Removed: Net Income (Loss) Per Share
−Removed: Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, net of treasury stock.
−Removed: Diluted net income (loss) per share is computed by giving effect to all potentially dilutive shares of common stock, including outstanding share-based awards consisting primarily of unvested RSUs and ESPP obligations, our convertible senior notes, and outstanding warrants related to the issuance of convertible senior notes.
−Removed: We determine the dilutive effect of outstanding share-based awards and warrants using the treasury stock method, and the dilutive effect of shares underlying our convertible senior notes using the if-converted method.
−Removed: The net income (loss) per share is allocated based on the contractual participation rights of the Class A common shares and Class B common shares as if the income (loss) for the period had been distributed.
−Removed: As the liquidation and dividend rights are identical, the net income (loss) is allocated on a proportionate basis.
−Removed: The computation of the diluted net income per share of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted net income (loss) per share of Class B common stock does not assume the conversion of those shares.
−Removed: Basic and diluted net loss per share was the same for fiscal 2023, as the inclusion of potentially outstanding weighted-average shares of common stock would have been anti-dilutive due to the incurrence of net loss during the period.
−Removed: The following table presents the calculation of basic and diluted net income (loss) per share (in millions, except number of shares, which are reflected in thousands, and per share data):
+Added: Net Income Per Share
+Added: Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period.
+Added: Diluted net income per share is computed by giving effect to all potentially dilutive shares of common stock, including outstanding share-based awards consisting primarily of unvested RSUs and ESPP obligations.
+Added: We determine the dilutive effect of outstanding share-based awards using the treasury stock method.
+Added: The holders of our Class A and Class B common stock have identical liquidation and dividend rights but different voting rights.
+Added: Accordingly, we present net income per share for Class A and Class B common stock together as the two-class method does not result in a difference.
+Added: The following table presents the calculation of basic and diluted net income per share (in millions, except number of shares, which are reflected in thousands, and per share data):
Year Ended January 31,
2026 2025 (1)
−Removed: Class A Class B Class A Class B Class A Class B
−Removed: Net income (loss) per share, basic:
−Removed: Net income (loss) $ 422 $ 104 $ 1,094 $ 287 $ ( 288 ) $ ( 79 )
+Added: Net income per share, basic:
+Added: Net income $ 693 $ 526 $ 1,381
Weighted-average shares outstanding, basic 265,097 265,257 261,344
−Removed: Net income (loss) per share, basic $ 1.98 $ 1.98 $ 5.28 $ 5.28 $ ( 1.44 ) $ ( 1.44 )
−Removed: Net income (loss) per share, diluted:
−Removed: Net income (loss) $ 422 $ 104 $ 1,094 $ 287 $ ( 288 ) $ ( 79 )
−Removed: Reallocation of net income as a result of conversion of Class B to Class A common stock 104 0 287 0 0 0
−Removed: Reallocation of net income to Class B common stock 0 ( 2 ) 0 ( 4 ) 0 0
−Removed: Net income (loss) for diluted calculation 526 102 1,381 283 ( 288 ) ( 79 )
+Added: Net income per share, basic $ 2.61 $ 1.98 $ 5.28
+Added: Net income per share, diluted:
+Added: Net income $ 693 $ 526 $ 1,381
Weighted-average shares outstanding, basic 265,097 265,257 261,344
−Removed: Conversion of Class B to Class A common stock 52,452 0 54,343 0 0 0
Dilutive effect of share-based awards 3,020 3,948 3,941
Weighted-average shares outstanding, diluted 268,117 269,205 265,285
−Removed: Net income (loss) per share, diluted $ 1.95 $ 1.95 $ 5.21 $ 5.21 $ ( 1.44 ) $ ( 1.44 )
−Removed: The computation of diluted net income (loss) per share does not include the effect of the following potentially outstanding weighted-average shares of common stock.
−Removed: The effects of these potentially outstanding shares were not included in the calculation of diluted net income (loss) per share because the effect would have been anti-dilutive (in thousands):
+Added: Net income per share, diluted $ 2.59 $ 1.95 $ 5.21
+Added: (1) The prior period EPS for Class A and Class B common stock has been presented together to conform with current period presentation, which had no impact on our previously reported basic or diluted EPS.
+Added: The computation of diluted net income per share does not include the effect of the following potentially outstanding weighted-average shares of common stock because their effect would have been anti-dilutive (in thousands):
Year Ended January 31,
2026 2025 2024
−Removed: Shares related to outstanding share-based awards
+Added: Total weighted-average shares related to outstanding share-based awards
2,193 1,682 2,206
−Removed: Shares related to the convertible senior notes 0 0 5,182
−Removed: Shares subject to warrants related to the issuance of convertible senior notes 0 0 7,762
−Removed: Total 1,682 2,206 28,398
Geographic Information
We sell our subscription contracts and related services in two primary geographical markets:
−Removed: to customers located in the United States and to customers located outside of the United States.
+Added: to customers located in the U.S.
+Added: and to customers located outside of the U.S..
Revenues by geography are generally based on the address of the customer as specified in our customer subscription agreement.
2 unchanged sentences
2026 2025 2024
−Removed: United States $ 6,332 $ 5,457 $ 4,682
+Added: $ 7,176 $ 6,332 $ 5,457
Other countries 2,376 2,114 1,802
4 unchanged sentences
None of our other assets are subject to significant geographic risk.
−Removed: Aggregate Property and equipment, net and Operating lease right-of-use assets by geographic area was as follows (in millions):
+Added: Aggregate Property and equipment, net and Operating lease right-of-use assets by geographic area were as follows (in millions):
As of January 31,
−Removed: United States $ 1,197 $ 1,199
+Added: $ 1,080 $ 1,197
Ireland 531 215
2 unchanged sentences
Defined Contribution Plans
−Removed: We provide defined contribution plans for eligible employees, including a 401(k) plan in the United States and similar plans in certain other countries.
+Added: We provide defined contribution plans for eligible employees, including a 401(k) plan in the U.S.
+Added: and similar plans in certain other countries.
Our contributions to these plans were $ 124 million, $ 116 million, and $ 101 million during fiscal 2026, 2025, and 2024, respectively.
Restructuring
−Removed: In February 2025, we announced a restructuring plan (“Fiscal 2026 Restructuring Plan”) intended to prioritize our investments and continue advancing our ongoing focus on durable growth.
−Removed: This plan is currently expected to result in the elimination of approximately 8 % of our workforce.
−Removed: In connection with this plan, we expect to exit certain owned office space.
−Removed: The activities associated with this plan are expected to be substantially complete by the second quarter of fiscal 2026, subject to local law and consultation requirements.
−Removed: We estimate that we will incur approximately $ 230 million to $ 250 million in charges in connection with this plan, of which $ 65 million was recognized in the fourth quarter of fiscal 2025, and the remainder is expected to be recognized in the first quarter of fiscal 2026.
−Removed: The total charges consist of approximately $ 200 million to $ 210 million related to employee transition, severance payments, employee benefits, and share-based compensation, and the balance is related to an impairment of office space.
−Removed: The following table summarizes the activity under the Fiscal 2026 Restructuring Plan during fiscal 2025 (in millions):
+Added: Fiscal 2027 Restructuring Plan
+Added: In February 2026, we announced a restructuring plan (“Fiscal 2027 Restructuring Plan”) intended to better align our people and resources to our highest priorities in fiscal 2027.
+Added: The plan is expected to result in the reduction of approximately 2 % of our workforce, and the impairment of certain office space and long-lived assets.
+Added: The activities associated with this plan are expected to be substantially completed by the first quarter of fiscal 2027.
+Added: We incurred total charges of $ 135 million in connection with this plan in fiscal 2026.
+Added: The charges consisted of $ 55 million related to employee transition, severance payments, employee benefits, and share-based compensation, and $ 80 million related to impairments of office space and certain long-lived assets.
+Added: The following table summarizes the activity under the Fiscal 2027 Restructuring Plan (in millions):
Workforce Reduction
+Added: Asset Impairments
+Added: Restructuring liability as of January 31, 2025 $ 0 $ 0 $ 0
+Added: Charges 55 80 135
+Added: Payments 0 0 0
Non-cash items ( 14 ) ( 80 ) ( 94 )
Restructuring liability as of January 31, 2026 $ 41 $ 0 $ 41
−Removed: Additionally, during fiscal 2025, we recorded exit charges of $ 19 million associated with office space reductions under a separate restructuring plan.
+Added: Fiscal 2026 Restructuring Plan
+Added: In February 2025, we announced a restructuring plan (“Fiscal 2026 Restructuring Plan”) intended to prioritize our investments and continue advancing our ongoing focus on durable growth.
+Added: This plan resulted in the reduction of approximately 7.5 % of our workforce and the exit of certain owned office space.
+Added: The activities associated with this plan were substantially completed in the second quarter of fiscal 2026.
+Added: We incurred total charges of $ 233 million in connection with this plan, of which $ 65 million was recognized in fiscal 2025 and $ 168 million was recognized in fiscal 2026.
+Added: The charges consisted of $ 196 million related to employee transition, severance payments, employee benefits, and share-based compensation, and $ 37 million related to an impairment of office space.
+Added: The following table summarizes the activity under the Fiscal 2026 Restructuring Plan (in millions):
+Added: Workforce Reduction Asset Impairments
+Added: Restructuring liability as of January 31, 2024 $ 0 $ 0 $ 0
+Added: Charges 65 0 65
+Added: Payments 0 0 0
+Added: Non-cash items ( 8 ) 0 ( 8 )
+Added: Restructuring liability as of January 31, 2025 $ 57 $ 0 $ 57
+Added: Charges 131 37 168
+Added: Payments ( 146 ) 0 ( 146 )
+Added: Non-cash items ( 42 ) ( 37 ) ( 79 )
+Added: Restructuring liability as of January 31, 2026 $ 0 $ 0 $ 0
+Added: During fiscal 2025, we recorded exit charges of $ 19 million associated with office space reductions under a separate restructuring plan.
+Added: Subsequent Event
+Added: On February 6, 2026, our Board of Directors appointed Aneel Bhusri, Workday’s co-founder, as Chief Executive Officer, effective February 6, 2026.
+Added: Bhusri will remain as Chair of our Board of Directors.
+Added: Bhusri succeeds Carl Eschenbach, who ceased to serve as CEO and resigned as a member of Workday’s Board of Directors effective on the same date.
+Added: In connection with his appointment as CEO, Mr.
+Added: Bhusri is eligible to receive an initial annual base salary of $ 1.25 million and an annual target cash bonus of up to 200 % of the amount of his base salary beginning in fiscal 2027.
+Added: Additionally, he has been granted equity awards with an aggregate grant date value of $ 135 million, consisting of $ 60 million in time-based restricted stock units and $ 75 million in market-based restricted stock units vesting over four and five years , respectively.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.