SecProbe.io

October 4 , 2012

Via E -Mail
Mark S. Peek
Chief Financial Officer
Workday, Inc.
6230 Stoneridge Mall Road
Pleasanton, CA 94588

Re: Workday , Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed October 1 , 2012
File No. 333 -183640

Dear Mr. Peek :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Risk Factors, page 11

1. We note your disclosure on p age 92 that you may elect in the future to avail yourself of
the controlled company exemption of the corporate governance requirements of the New
York Stock Exchange.   Please advise us whether a risk factor is appropriate to discuss the
potential effect of  this exemption on your public shareholders.

Mark S. Peek
Workday, Inc.
October 4 , 2012
Page 2

Management’ s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Share -Based Compensation

Common Stock Valuations, page 58

2. We have reviewed  your response to prior comment 1 in your letter dated October 1, 2012
and October 2, 2012 related to  the increase in the fair value of your common stock .
Please provide us with additional detail to explain the significant increase in the fair val ue
of your common stock from May and June 2012 to the midpoint of the estimated IPO
price range.  In this regard, please address the following:

 We note from your response that the financial forecasts provided to the
underwriters were “substantially simila r” as those used for your July 31, 2012
valuation.  Please explain the difference(s) between the two financial forecasts ;

 Please tell us your basis in determining that a 50% weighting to each of the last 12
months revenue and the future 12 months was appropriate under the market
approach for your July 31, 2012 valuation.  Please also tell us the weighting
applied to the last 12 months revenue and the future 12 months for your May 1,
2012 valuation;

 Please tell us your basis for using a discount rate o f 30% and 32.5% for your July
31, 2012 and May 1, 2012 valuations, respectively.  Please also tell us the
discount rates the underwriters used in determining the estimated IPO price range;

 Please tell us your basis for using an exit multiple of 3.5 for your July 31, 2012
valuation.  Please also provide us with the exit multiples the underwriters used in
determining the estimated IPO price range;

 Please tell us how the underwriters weighted the income and market approaches
in their determination of the e stimate IPO price range;

 We note the release of Workday 17 had not yet been launched as of the July 31,
2012 valuation date.  Please tell us when Workday 17 was launched and clarify
how product development and market acceptance is factored into your valu ations.
In this regard, please clarify whether the growth in the value of the contracts
entered into in the third quarter of fiscal 2013  was factored into any of the

Mark S. Peek
Workday, Inc.
October 4 , 2012
Page 3

 company’s valuations; and

 Please provide us with any additional information that you bel ieve would be
useful in helping us understand the reason for the difference in fair value of your
common stock from May and July 2012 to August 2012.

3. We refer you to your response to prior comment 4 in our letter dated August 22, 2012.  In
relation t o your schedule of the multiples of trailing 12 months and future 12 months,
please address the following:
a. Please clarify why the future 12 months multiples were lower than the trailing 12
months multiples; and

b. Please tell us how the exit multiple of 3.5 relates to the trailing 12 month
multiples and the future 12 month multiples.

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Patrick Gilmore,
Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or me at (202) 551 -3735  with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc:  Via E -Mail
Jeffrey Vetter, Esq.
Fenwick & West LLP