UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

___________________________________
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from               to
Commission File Number 001-36773

WORKIVA INC.
(Exact name of registrant as specified in its charter)

___________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
47-2509828
(I.R.S. Employer Identification Number)
2900 University Blvd
Ames, IA 50010
(888) 275-3125 
(Address of principal executive offices and zip code)
(888) 275-3125
(Registrant'sRegistrant’s telephone number, including area code)

___________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A common stock, par value $.001WKNew York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
___________________________________
Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oý No ýo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o




Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ý Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated fileroý
Accelerated filer ý
Non-accelerated filer 
o (Do not check if a smaller reporting company)
Smaller reporting company o
Non-accelerated filero
Smaller reporting company ☐
Emerging growth company ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ýo
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No ý
The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2017,2021, based on the closing price of $19.05$111.33 for shares of the Registrant’s Class A common stock as reported by the New York Stock Exchange, was approximately $555.5 million.$4.7 billion. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 20, 2018,17, 2022, there were approximately 32,364,25048,066,708 shares of the registrant'sregistrant’s Class A common stock and 10,203,3713,890,583 shares of the registrant'sregistrant’s Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2018.2022. The Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2017.2021.




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WORKIVA INC.
FORM 10-K
For the Year Ended December 31, 20172021
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
Certain statements in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created thereby. All statements contained in this Annual Report on Form 10-K other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Annual Report on Form 10-K to conform these statements to actual results or revised expectations.

Unless otherwise indicated, information contained in this Form 10-K concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information.


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Part I.
Item 1. Business
Overview
Workiva’s mission is to power transparent reporting for a better world. We believe that consumers, employees, shareholders, and other stakeholders today expect more from business – more action, transparency, and disclosure of financial and non-financial information. We build solutions to meet that demand and streamline processes, connect data and teams, and ensure consistency – all within a controlled, secure, audit-ready, cloud platform.
Workiva delivers the world’s leading cloud platform for regulatory, financial and environmental, social and governance (“ESG”) reporting. Workiva provides Wdesk, an intuitivemore than 4,300 organizations with software-as-a-service solutions to help solve some of the most complex reporting and disclosure challenges. People all over the world use our connected, cloud platform that modernizes howto seamlessly enable collaboration and deep integration into existing work streams to simplify their most complex reporting challenges.
While our customers work with business data at thousands of organizations. Wdesk is built on a data management engine, offering controlled collaboration, data connections, granular permissions and a full audit trail. Wdesk helps mitigate risk, improves productivity and gives users confidence in their data-driven decisions. As of December 31, 2017, 3,063 enterprises, includinguse our platform for more than 70%100 different use cases, we organize our sales and marketing resources into four solution groups focusing primarily on the office of Fortune 500® companies, subscribed tothe Chief Financial Officer (“CFO”): regulatory reporting, non-regulatory reporting, financial services and integrated risk. Our platform empowers our platform. 
Many organizations throughout the world are required to report businesscustomers by connecting and transforming data to a variety of regulators, boards and other stakeholders. However, these organizations often struggle to produce accurate and consistent information and reports because their ever-expanding volume of business data is typically spread across hundreds of different sources and stored in incompatible formats. While many enterprises maintain data in a structuredfrom enterprise resource planning (ERP) system, International Data Corporation estimates that more than 90% of the data businesses create is “unstructured,” which is defined(“ERP”), governance risk and compliance (“GRC”), human capital management (“HCM”) and customer relationship management (“CRM”) systems, as unorganized data that resides outside the realm of the ERP.
Legacy processes and disconnected software technologies are inefficient at helping users find, understand and report critical and relevant information on a timely basis. Organizations often rely on cumbersome manual processes, large teams,well as other third-party consultants and a variety of point solutions, such as disconnected word-processing documents and spreadsheets, general-purpose collaboration software and email. Exacerbating these challenges is the continued growth in size and complexity of many enterprises, with employees and data spread around the world. The stakes for enterprises are high: reporting incorrect, incomplete or untimely information increases the risks of poor decision-making, legal liability, reputational damage and a weakened competitive position.
By addressing these challenges, Wdesk is changing the way people work. Our scalable, enterprise-grade data engine enables users to collect, aggregate and manage their unstructured and structured data in Wdesk. Numbers, narrative, charts and graphics can be linked inside Wdesk, which becomes an organization’s central repository for critical data or “single source of truth.” With linked data and a full audit trail, managers can trust that Wdesk spreadsheets, word documents, presentations, dashboards and reports are up-to-date and consistent, reducing the risk of reporting incorrect data or taking action based on erroneous information.
In September 2017, we began offering our customers the ability to connect Wdesk with data in more than 100 cloud and on-premise applications. Integrating enterprise business systems with Wdesk enables customersCustomers use our platform to connect the datasets they need directly to a central hub of trusted data, with powerful linking, auditability and control features. Wdesk users can combine narrative with their data, which further improves a wide range of financial, regulatory and performance management functions.
With Wdesk serving as a single system of record for critical business data, our customers have more time to perform value-added work by eliminating repetitive, manual and time-consuming tasks imposed by legacy software. Technology features people have come to expect as consumers – speed, access and sharing – are available at work with Wdesk, thereby enabling our customers to become more efficient and flexible, which we believe leads to greater job satisfaction, employee retention and career opportunities.



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Coworkers using Wdesk can create, review and publish data-linked documents and reports with greater control, consistency, accuracy and productivity than ever before. Wdesk enables people to collaborate in the same document at the same time, which improves efficiency and version control. Wdeskproductivity. Our platform is flexible and scalable, so userscustomers can easily adapt it to define, automate and change their business processes in real time, which helps our users streamline and modernize legacy processes and methods. 
With data linking in Wdesk, changes are automatically updated in all linked instances – including numbers, text, charts and graphics – throughout a customer’s spreadsheets, word-processing documents, presentation decks and dashboards in our platform. Linking enables data consistency and ensures that collaborators are working with the most current data, which reduces operational costs related to tedious ticking and tying and gives our customers peace of mind that their data and reports are accurate and up-to-date.
Wdesk provides accountability and transparency through a detailed audit trail that tracks every change made by every user over time. A complete record of data provenance and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions.
With permission controls in Wdesk, administrators can manage access at all levels – down to an individual data point – for each user to create, review and edit data and documents that relate directly to them. This control feature also enables users to grant access to their external auditors, outside counsel and other consultants, which streamlines the review process and reduces expenses.  
Wdesk allows users to work anytime from anywhere with an internet connection, enabling them to:

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Wdesk Technology
Our technology is enterprise grade and developed to perform at scale. Wdesk utilizes Google Cloud Platform and Amazon Web Services, which enable us to scale our compute and storage capacity on demand. We can deploy incremental changes to our customers on a daily basis by employing a continuous delivery process supported by Agile software development methodologies and a proprietary quality assurance process. As a result, all of our customers access the latest version of our platform, and upgrades are applied with minimal disruption to ongoing operations. In addition, in order to keep our customers’ data secure, we have developed advanced data security protocols that augment the standard security of the Google and Amazon cloud services. Our architecture has scalability for global enterprises, as well as advantages in reliability and cloud delivery.
Platform Milestones
In March 2010, we released our first software solution, which focused on streamlining reporting to the SEC. SEC filings, such as Form 10-K, Form 10-Q and proxy statements, are lengthy and complex documents that require significant collaboration across multiple business functions and external constituents, including auditors and lawyers. Our SEC solution enables customers to automate and improve their regulatory filing process.
In March 2013, we launched our Wdesk platform to respond to the growing demand from our customers to use Wdesk for work beyond SEC reporting. We have continued to add solutions to the Wdesk platform over time by identifying markets where Wdesk can address a wide range of critical business challenges for our customers. We employ a rigorous process to validate and prioritize new markets based on the number of customers that could benefit from a new solution and our assessment of Wdesk’s ability to address that challenge.
In September 2016, we released enhancements to Wdesk that included: new capabilities to our spreadsheets, making them one of the largest and fastest spreadsheet applications in the cloud; more powerful, dynamic dashboards; advanced testing and workflow capabilities and expanded data relationships for SOX and internal control teams.
In July 2017, we began offering our customers the ability to connect Wdesk with more than 100 cloud and on-premise applications. Integrating enterprise business systems with Wdesk enables customers to directly connect the datasets they need into a central hub of trusted data, with powerful linking, auditability and control features.
Markets and Use Cases
Although our Wdesk platform is used for hundreds of different use cases across public and private companies, state and local governments and universities, we are currently focusing our sales and marketing resources in four areas:

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Our success in delivering multiple solutions has created demand from our customers for a broader-based, enterprise-wide Wdesk platform. In response, we have been improving our technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities.
Sales and Marketing
We distribute our software and services through field sales, inside sales, and partnership channels. We focus on a “land-and-expand” strategy to acquire new customers and expand our existing customer relationships. We reallocated our sales and marketing resources in 2017 to simplify our account management model and create stronger relationships with our customers through improved coverage.
In 2017, we continued to add more partners. Our advisory and service partners offer a wider range of domain and functional expertise that broadens the capabilities of Wdesk, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to Wdesk, which becomes a central repository of trusted data, with powerful linking, auditability and control features.
Our customer success and professional services teams help our account managers build our existing customer relationships by providing advice on best practices that enable users to harness the full power of our Wdesk platform. We believe our sales strategies position us to build relationships over time as we add new users and solutions and expand our platform across organizations.
Many of the largest and most demanding enterprises in the world are our customers. We have a broadly diversified customer base; our largest customer represented less than 1% of our revenue in 2017. We believe that we have exceptional customer satisfaction, as evidenced by our subscription and support revenue retention rate of 96.0% (excluding add-on seats) as of December 2017. Our subscription and support revenue retention rate including add-ons was 107.6% at the December 2017 measurement date.
We have experienced highstrong revenue growth since the release ofwe released our first solution in March 2010. Our revenue increased from $14.9$297.9 million in 20112019 to $207.9$443.3 million in 2017,2021, representing a 55%22% compound annual growth rate. We incurred a net losslosses of $43.4$47.5 million in 2015, $44.02019, $48.4 million in 20162020 and $44.4$37.7 million in 2017.2021. Approximately 81%86% of our revenue in 20172021 was derived from subscription and support fees, with the remainder from professional services.

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Our IndustryMacro Trends
Industry Trends are Driving a Fundamental Shift in How Enterprises Collect, Manage, ReportWe designed our cloud-based platform to simplify complex work, supporting both remote and Analyze Critical Business Data.hybrid work environments. Six macro trends have been driving demand for Workiva's platform: the shift to the cloud; digital transformation; remote and hybrid work; influx of disparate data sources; increased regulatory environment; and increased investor demands for ESG data.
Data is Widespread and Disconnected.Shift to the Cloud. EnterpriseEnterprises around the world have been shifting deployment of data is typically spread across hundreds of different sources and stored in incompatible formats. While many enterprises maintain data in a structured enterprise resource planning (ERP) system, International Data Corporation estimates thatmanagement systems from on-premises to the cloud. A shift to the cloud started more than 90%two decades ago with CRM and other front-office systems. In the last 10 years, enterprises also began adopting the cloud for managing middle- and back-office systems, owing to advantages in data security, data accessibility and total cost of operation. Having always delivered a cloud native platform, we have assisted many of our clients in adopting our cloud solutions and believe that the data businesses create is “unstructured,” which is defined as unorganized data that resides outside the realmmarket has shifted to a cloud first or in many cases a cloud only set of the ERP. Organizations often struggle with creating efficient and trusted solutions to harness this data in ways that can support decision-making.purchasing requirements.
Regulatory Requirements are Continually Changing.Digital Transformation. Legislation, such asWhile the Sarbanes-Oxley Act and the Dodd-Frank Act, and related regulations continue to drive complex reporting mandates. SOX requires public company CEOs and CFOs to individually certify that their annual and quarterly financial reports are accurate and complete and to assess the effectivenessimportance of their internal controls over financial reporting. Increased scrutiny from the Public Company Accounting Oversight Board (PCAOB) on audits of management’s assessment of internal controls – and the transition in the framework used for assessing internal controls – is driving public companies to find more efficient and accurate solutions for SOX compliance.
Charged with implementing these legislative mandates and others, governmental agencies such as the SEC, the Canadian Securities Administrators, the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Department of Energy and the U.S. Environmental Protection Agency, continue to issue and change regulations that affect existing reporting requirements. Regulators are also implementing new, industry-specific reporting requirements. For example,digital transformation has been increasing in recent years, insurancewe believe that the pandemic accelerated that need and underscored the critical importance of collaborative cloud platforms for reporting and disclosure. As the world economy underwent increasing disruption, we believe that those companies that have been requiredembraced digital transformation were better able to produce reports for Own Risk Solvency Assessment (ORSA)maintain business continuity and Model Audit Rule, often referred to as MAR-SOX becauseimprove productivity. Each of its similarity to SOX compliance.our fit-for-purpose solutions helps in critical aspects of our customers’ digital transformation journeys and simplifies the complex work around reporting and disclosure.
Use of Machine-Readable Data Is GrowingRemote and Hybrid Work Environments. We believe that remote and hybrid work are here to stay. To attract and retain talent in the marketplace of knowledge workers, enterprises are responding to pressure to adopt more flexible work environments. Companies that manage a growing number of digital workplace employees are implementing collaborative technologies to streamline work processes and automate decision-making, actions and responses.
Influx of disparate data sources. As organizations capture and collect more data in more systems, the assembly, aggregation, and consolidation of that data becomes more complex. Integrating with and connecting to source systems and applications is one of the key requirements to address the technical complexity of reporting and disclosure, and is top of mind for the organizations we serve.
Increased Regulatory Environment. The regulatory environment continues to expand globally in both scope and complexity. Regulations are increasing as are demands for more data and disclosure. Regulators are also demanding greater use of structured, machine-readable data in companies’ reports. For example, the SEC requires that public companies include “structured financial data” in filed annual and quarterly reports so that an investor can automate extraction of the data the instant it is filed and compare it to performance in past years, information from other companies and industry averages. The SEC implemented itsdisclosures. Many regulators have already or will be implementing structured data mandate bymandates, requiring companies to tag the data in their financial statements using XBRL,eXtensible Business Reporting Language (“XBRL”), which is a royalty-free, international standard designed specifically for digital reporting of financial, performance, risk and compliance information. XBRL provides a unique, machine-readable tag for individual disclosures within business reports. Use ofTo our knowledge, 60 countries have issued over 180 mandates for XBRL, enables government agencies to automate screening and analysis of filed documents. For example, the SEC Division of Enforcement has integrated the analysis of XBRL data into its investigative processes. In June 2016, the SEC began allowing public companies to submit financial statements using Inline XBRL, a standard that embeds XBRL in the financial statements, thus eliminating the need to file two documents.
Wewe expect the use of non-proprietary data standards, such as XBRL, in the United Statesstandard to continue to grow. For example, in May 2017,  after a two-year pilot program, U.S. federal agencies began complying with Digital Accountability
Increased Investor Demands for ESG Data. We believe it is more critical than ever for companies to be transparent and Transparency Actaccountable not just to shareholders and investors but to all stakeholders: employees, customers, suppliers, partners and communities. Today, more than ever, environmental impact, social responsibility and corporate governance are impacting the valuations of 2014 (DATA Act) requirement to file electronic federal spending reports using a non-proprietary open data standard. The U.S. Treasury Departmentcompanies and the White House Officeability of Managementinstitutions to invest in those companies. ESG reporting is complex. It requires the ingestion, capture, management, and Budget (OMB) selected XBRL asreporting of financial and non-financial data from many disparate sources, and it requires the non-proprietary data standard to help increase accountability over how federal funds are spent. In addition, Treasury and OMB are required to decide in 2018 whether to require recipientscollaboration of federal contracts and grants to submit reports to the agencies using XBRL.
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Growth Vectors
We also expect the use of machine-readable data to grow outside the United States, as securities regulators, stock exchangesare focusing investment on five major growth opportunities: global expansion, ESG, European Single Electronic Format (“ESEF”), capital markets, and taxing authorities in several countries (such as Australia, Brazil, Canada, China, Denmark, Finland, Germany, India, Israel, Japan, the Netherlands, Singapore, South Korea, Spain and the United Kingdom) already require the filing of XBRL data. The European Securities and Market Authority (ESMA) announced in December 2016 that, beginning January 1, 2020, issuers in the European Union must report their company information to national securities regulators using Inline XBRL. Starting December 15, 2017, all Foreign Private Issuers (FPIs) that file financial statements with the SEC prepared in accordance with International Financial Reporting Standards must submit XBRL financial data for fiscal periods ending on or after December 15, 2017. In comparison, U.S. companies reporting under U.S. GAAP have been required to file XBRL financial data since 2009.our partner ecosystem.
Management Oversight is Increasing.Global Expansion. Enterprises are under increasing pressure to report a growing amount of information to internal management teams, boards of directors, internal and external auditors and other stakeholders. We believe growth outside of North America presents an attractive opportunity because the factors that data needs to be collected, reported and analyzed more rapidly than ever before. Management teams are increasingly focused on leveraging data to support critical decisions. At the same time, boards of directors are pressing organizations to improve transparency in order to better fulfill their fiduciary duties.
Workforces are Becoming More Geographically Disbursed. Market dynamics and the globalization of enterprises have changed where people work and how they work together. Organizations are becoming increasingly global, with employees geographically distributed to support strategic and business needs. Workforce flexibility initiatives have resulted in more employees working remotely, which has increased thedrive demand for cloud-based enterprise software. 
Consumerization of Enterprise IT. Technical advancementsour solutions in smart phones, tablets and wireless networks have enabled the proliferation of mobile devices across the enterprise. Enterprise cloud-based solutionsNorth America are becoming increasingly common and are enabling employeessimilar to work from anywhere with an internet connection, often from a mobile device. The rapid advancement of consumer applications, particularly social media, has raised expectations for enterprise technology as employees expect their workplace technology to achieve the same level of functionality, performance and ease of use as the consumer technologies that permeate their daily lives.
Legacy Business Processes and Solutions Are Insufficient for Meeting the Requirements of Modern Enterprises.
For many enterprises, the process of compiling, reporting and analyzing critical data has been manual, repetitive and error-prone. Large enterprises often employ hundreds or even thousands of people to manually collect data with unencrypted emails and create and update rolling versions of draft documents and disconnected spreadsheets. Modern enterprises require a level of collaboration, security and control that we believe outdated business software and point solutions do not deliver. Shortcomings of legacy business processes and solutions include the following:  
Access to resources is restricted. Traditional solutions require employees to be physically present at, or remotely logged into, a machine with the required technology and access permissions. Enterprise remote networks can be plagued by connection and performance challenges. These impediments restrict productivity as employees attempt to complete work at home and while traveling and often lead to unapproved workarounds that may expose sensitive data.
Collaboration is inefficient and risky. Traditional office software requires one person to work on one version of a presentation or report at one time. This rigidity creates challenges as concurrent versions lead to a tedious and time-consuming reconciliation process. Collaboration requires opening and closing, saving and sending, and communicating outside the document rather than inside the document, all of which adds time to document creation and risk to document integrity.
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Workflows are rigid and serial. Workflows for presentation and report production operate as a series of dependent events, with workers being unable to advance sections they are responsible for while waiting for their turnthose in the document-production process. Any section completed out of order risks data integrity and has the potential to lengthen – rather than reduce – production timelines. Unanticipated events at any step in the workflow may slow down the entire process.
Dataset creation is highly manual. Traditional dataset creation relies on ad-hoc processes and loosely defined protocols to consolidate a patchwork of disparate data sources with different owners and storage locations across the enterprise. Enterprise databases are typically controlled by IT personnel, requiring additional resources and time to query, access and manipulate data. Compiling the same dataset in future periods often requires the same amount of time as the initial effort as enterprises are unable to leverage prior work to roll forward datasets.
Edits are error prone and lack audit trails. Traditional software does not permit linking references to a single source, so when a change is made it does not flow throughout the document or related documents. The integrity of a group of related presentations and reports is at risk every time a number is edited, and worker productivity is lost in a cycle of implementing edits and reviewing for errors. Traditional solutions do not offer visibility into data provenance or the lineage of changes to a document. Audit trails often consist of unsatisfactory solutions, such as tracked changes, which can be turned off; in-line comments, which are cumbersome to manage; and rolling versions, which lead to inefficient workflows and reconciliation.
Control is limited. With legacy software, multiple versions of a spreadsheet, presentation or report may be stored in numerous locations across an enterprise, making it difficult to control who can review and edit, and even more difficult to adjust these roles as the creation process evolves.
Wdesk Platform Features
Our Wdesk platform enables enterprises and their employees to modernize inefficient business data processes, thereby reducing risk, improving productivity and giving them more confidence in their data-driven decisions.
Integrated Platform of Software Applications Built on a Data Management Engine. Wdesk comprises proprietary word processing, spreadsheet, presentation and dashboard applications that are integrated and built on a data management engine, offering synchronized data, controlled collaboration, granular permissions and a full audit trail.
Controlled Collaboration. Our familiar, intuitive platform enables co-workers to collaborate within the same Wdesk document, spreadsheet, presentation or report at the same time from any location with internet access.
Data Consistency with Narrative and Numbers. With data linking in Wdesk, any change is automatically updated in all linked instances –other developed countries, including numbers, text, charts and graphics – throughout a customer’s spreadsheets, word-processing documents, presentation decks and dashboards in the Wdesk platform. Linking enables customers to trust their data, which reduces operational costs related to tedious ticking and tying. Wdesk also gives users the ability to combine narrative with their data, which further improves a wide range of financial, regulatory and corporate performance management functions.
Version Control. Wdesk enables coworkers to create, review and publish data-linked documents and reports in a single, secure cloud platform. Wdesk ensures that collaborators are working on the most current and accurate version and eliminates numerous, often conflicting versions of documents and emails that can be problematic with outdated legacy software.
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Data Integrations. Our scalable, enterprise-grade data engine enables users to collect, aggregate and manage their unstructured and structured data in Wdesk. Furthermore, Wdesk enables data connections with more than 100 cloud and on-premise applications. Integrating enterprise business systems with Wdesk enables customers to directly connect the datasets they need into a central hub of trusted data, with powerful linking, auditability and control features. With Wdesk serving as a single system of record for critical business data, our customers can have more time to perform value-added work by eliminating repetitive, manual administrative tasks imposed by archaic, legacy software.
Permissions and Security. With Wdesk permissions features, administrators can control access at all levels, down to an individual data point, for each user to create, edit, comment and review data and documents that relate directly to them. This control feature also enables users to grant access to their external auditors, outside counsel and other consultants, which streamlines the review process and reduces expenses.
Full Audit Trail. Wdesk provides accountability and transparency through a detailed audit trail that tracks every change made by every user over time. A complete record of data provenance and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions.
Tasking, Workflow and Certifications. Users can assign and respond to tasks as well as request, review and approve documentation within Wdesk. A configurable, step-by-step workflow function helps team members and approvers streamline their processes. Our platform also provides a certification function that allows any Wdesk viewer to attest to the accuracy and completeness of documents and reports and allows administrators to monitor the process with customizable dashboards.
Digital Paper Trail for SOX and Internal Controls. Internal audit and SOX compliance teams use the Evidence Management feature in Wdesk to digitally embed and annotate evidence in work papers with a complete audit trail, which helps our customers and their auditors better identify, assess and mitigate risks.
Consumer Product Features at Work. The technology features people have come to expect in their personal lives – speed, access and sharing – are available at work with Wdesk in a familiar interface, which we believe improves productivity and increases employee satisfaction.
Trusted Ecosystem for Critical Business Data. Our platform captures a complete history of a document’s lineage, from the most granular edit to a spreadsheet cell formula to key document milestones. At the same time, Wdesk gives document owners the ability to manage document permissions down to a single section of a document or a single cell of a spreadsheet. The ability to control access and user permissions with this level of granularity enables document owners to respond to evolutions in team composition and collaboration requirements. Ultimately, these robust audit and access control capabilities create transparency, accountability, integrity and confidence in the data-creation and report-generation workflows.
Enterprise Grade and Built for Scale. Our cloud platform allows our customers to implement and rapidly scale users and solutions, often within days, without the need to install and maintain costly infrastructure hardware and software necessary for on-premise deployments.
Secure Architecture. In addition to the physical, operational and infrastructure security protections provided by our technology partners – Google Cloud Platform and Amazon Web Services – we work to protect our customers’ data using enterprise-grade security measures. These measures include static and dynamic multi-factor authentication methods, strong encryption in-transit and at-rest and the adoption of aggressive web technologies, such as HTTP Strict Transport Security and Content Security Policies, to protect customers from the most common threat vectors. Secure coding practices are enforced through pre-production vulnerability scanning. In addition, Wdesk undergoes multiple security assessments each year by our customers and independent security firms.

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Ability to Dynamically Define and Change Business Processes. Wdesk frees users from the confines of traditional business processes by allowing them to dynamically define processes on-demand to support evolving business needs. Wdesk enables multiple users to work in concert, allowing teams to redefine workflows and business processes without the traditional limitations posed by disconnected, legacy software systems. Users can make progress on individual sections at the same time and adapt the workflow as needed to create documents, spreadsheets, presentations and reports. At the same time, managers gain an added level of insight into organizational dependencies, enabling them to reassign workflow and resources to further increase efficiency and reduce operational costs.
Wdesk Platform Benefits
Public and private companies across a wide range of industries, as well as state and local governments and universities, use Wdesk to help coworkers simultaneously create, review and publish data-linked documents and reports with greater control, accuracy and productivity. Wdesk provides accountability and transparency through a detailed audit trail that tracks every change made by every user over time. A complete record of data provenance and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions. A wide range of people in numerous departments across our customers’ organizations can benefit from using Wdesk.  
Benefits to Decision-Makers
Reduces Risk. Numbers, narrative, charts and graphics can be linked inside Wdesk, which becomes an organization’s central repository for critical data or “single source of truth.” With linked data and a full audit trail, managers can trust that Wdesk spreadsheets, word documents, presentations, dashboards and reports are up-to-date and consistent, reducing the risk of reporting incorrect data or taking action based on erroneous information. In addition, Wdesk ensures that presentations and reports are published using the most recent business rules, formats and XBRL protocols where applicable.
Improves Data Transparency. Wdesk provides accountability and transparency through a detailed audit trail that tracks every change made by every user over time. Decision-makers benefit from the ability to drill down into each discrete data point, which increases data transparency, accountability and trust that critical business data across an organization is verified and accurate. A complete record of data provenance and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions.
Saves Time. Many presentations and reports that are created by using outdated, legacy software are burdened by manual, repetitive processes associated with collecting data, compiling and standardizing inputs across teams and incorporating numerous reviews, comments and revisions. Within the Wdesk platform, documents, narrative, data and graphics remain linked in a single version – along with embedded tasks, comments and supporting documentation – which reduces or completely eliminates repetitive, manual tasks, giving teams more time for analysis and other value-added work.
Streamlines Reviews. With Wdesk permission controls, administrators can control access at all levels, down to an individual data point, for each user to create, review and edit data and documents that relate directly to them. This control feature also enables users to grant access to their external auditors, outside counsel, and other consultants, which streamlines the review process and reduces expenses.
Enables Quicker Decision-Making. Wdesk is an intuitive, cloud platform for data consistency and control. Through data linking and a full audit trail, decision-makers who use Wdesk know that they are working on the most current and accurate version, which helps our customers make quicker and better-informed decisions.

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Benefits to End Users
Ubiquitous Access. Users can access our Wdesk platform through a secure, web-based interface and through our mobile application any time and anywhere an internet connection is available. By providing flexible access to Wdesk, end users can be productive from wherever they choose to work.
Faster Time to Value. The Wdesk interface is familiar and intuitive so it can be easily deployed in days or weeks, enabling new users to make quick improvements to business data processes.
Better Collaboration. Our platform enables collaborators to draft and edit original work, assign and respond to tasks, make and resolve comments, track progress and certify sign-offs within the same document, spreadsheet, presentation or report at the same time from any location with internet access.
Higher Job Satisfaction. Wdesk helps end users reduce or completely eliminate repetitive, manual and time-consuming functions, thereby becoming more efficient and flexible, which we believe leads to greater job satisfaction, employee retention, cross-role training and career opportunities.
Transferable Job Skills. The ability to work in Wdesk is increasingly being recognized as a transferable skill set desired by accounting, finance, compliance and operations teams. Wdesk proficiency often appears in our end users’ resumes and becomes an attractive consideration in promotions within an organization or by recruiters looking for professionals with advanced skills.
Growth Strategy
We continue to add new Wdesk customers as well as add seats at existing customers for a wide range of use cases at public and private companies, state and local governments and universities. In addition, customer demand for a broader-based, enterprise-wide Wdesk platform continues to expand as we improve Wdesk features and capabilities and build our ecosystem of customers and partners. Key elements of our growth strategy include:
Expand Across Enterprises. Our success in delivering multiple solutions has created demand from customers for a broader-based, enterprise-wide Wdesk platform. In response, we have been improving our technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities. We believe expansion across enterprises will add seats and revenue and continue to support our high revenue retention rates. However, we expect that enterprise-wide deals will be larger and moremanage complex which tends to lengthen the sales cycle.
Generate Growth From Existing Customers. Wdesk can exhibit a powerful network effect within an enterprise, meaning that the usefulness of our platform attracts additional users and more data. As more employees in an enterprise use Wdesk, additional opportunities for collaboration and automation drive demand among their colleagues for add-on seats. Expansion within current customers includes adding users for both existing solutions and new use cases.
Pursue New Customers. Our first software solution enabled customers to streamline and automate their SEC regulatory filing process. In 2013, we began expanding into additional markets that were faced with managing large, complex processes with many contributors and disparate sets of business data. We now sell to new customers in the areas of finance and accounting, risk and compliance, audit and internal controls and performance and management reporting. We intend to continue to build our sales and marketing organization and leverage our brand equity to attract new customers.
Expand our Ecosystem. We continue to expand our ecosystem of partners, including Business Process Outsourcing and managed service firms, global consultancies providing an array of accounting and advisory services, system integrators, large and and mid-sized Independent Software Vendors (ISV) and IT service providers. Our advisory and service partners offer a wider range of domain and functional expertise that broadens the capabilities of Wdesk, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical
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transactional systems directly to Wdesk, which becomes a central repository of trusted data, with powerful linking, auditability and control features.
Target the “Last Mile of Reporting” Market. Many organizations struggle to produce accurate and consistent data and reports because their business data is typically spread across hundreds of different sources and stored in incompatible formats. Wdesk users can collect, aggregate and manage their unstructured and structured data in an integrated environment. Numbers, narrative, charts and graphics can be linked inside Wdesk, which becomes an organization’s central repository for critical business data. With consistent data and a full audit trail, managers can reduce the risk of reporting incorrect data or taking action based on erroneous information. Wdesk improves accuracy, transparency and supports better data-driven decisions.
Offer More Solutions. We intend to introduce new solutions to continue to meet growing demand for our Wdesk platform. Our close and trusted relationships with our customers are a source for new use cases, features and solutions. We have a disciplined process for tracking, developing and releasing new solutions that are designed to have immediate, broad applicability; a strong value proposition and a high return on investment for both Workiva and our customers. Our advance planning team assesses customer needs, conducts industry-based research and defines new markets. This vetting process involves our sales, product marketing, customer success, professional services, research and development, finance and senior management teams.
Expand Our International Footprint. For the year ended December 31, 2017, we generated approximately 92% of our revenue in the United States. However, the growth drivers for our solution are similar in other parts of the world, including the need todatasets, reduce errors and risk, improve efficiency and respond to complex regulatory requirements. For example, European public companies are subject to regulation similar to SOX, and all Foreign Private Issuers (FPIs) that file financial statements with the SEC prepared in accordance with International Financial Reporting Standards (IFRS) must submit their filings with XBRL tagging for fiscal periods ending on or after December 15, 2017. Accordingly,In 2021, attendees from 108 countries attended our virtual annual user conference Workiva Amplify.
In 2021, we plan to continue to increase our sales and marketing presence in Europe.
Continue to Innovate. We believe we are the first technology company to build an integrated platform on a data management engine that provides a secure ecosystem to manage structured and unstructured business data that spans data integrations, data collection and linking, controlled collaboration, process management, streamlined reporting and data-driven decision-making. Our research and development efforts are focused on improving the Wdesk platform for broad use across allgenerated approximately 10% of our solutionsconsolidated revenue from Europe, the Middle East and use cases. Our development teams deploy incremental changesAfrica (“EMEA”) and Asia-Pacific (“APAC”), and we expect these global markets to our platform for our customers several times each week. We employ a continuous delivery process supported by Agile software development methodologies and a proprietary quality assurance process.contribute an increasing percentage of total revenue.
Our Wdesk Data Platform powers one of the largest and fastest spreadsheet applications in the cloud and improves data relationships for SOX and internal control teams. Our Data Platform offers dynamic dashboards, automates reporting and supports advanced testing and configurable, step-by-step workflows. Environmental, Social, Governance Reporting.We plan to continueaccelerate our investments to meet stakeholders’ growing need for ESG information. In an increasingly transparent world, organizations across the globe are disclosing non-financial key performance indicators around environmental, social, and governance issues. ESG-related information is beginning to appear in mainstream financial reports like 10-Ks and we believe this trend will accelerate in the coming years. Workiva’s fit-for-purpose ESG solution provides an effective platform to help organizations manage, collaborate, and disclose their ESG information to stakeholders.
European Single Electronic Format.We believe ESEF is an accelerator for modernization of corporate reporting in Europe. ESEF is an annual financial reporting regulation specified by the European Securities and Markets Authority (“ESMA”). The ESMA mandate requires all specified issuers on European Union (“E.U.”) regulated markets to file annual account statements in a digital format using iXBRL. The key driver for ESEF is greater transparency and requires standardized reporting, consistently structured and accessible for stakeholders, thus we believe making it an ideal fit for Workiva.
Capital Markets. Capital Markets aligns well with Workiva’s product and platform offering. We have an end-to-end technology platform supporting our customers throughout their journey as they move from being a privately held company to being publicly traded. We believe that our platform approach and fit-for-purpose solutions provide Wdesk users with even more effective waysa competitive differentiation in the market. Private companies can purchase the Workiva platform for financial reporting, management reporting and controls management. They may do this up to capture, store and connect data anda year or two in advance of their target initial public offering (“IPO”) date. As these companies go through the IPO process, they then have the opportunity to use the capital markets solution on our platform to manage workflow, dashboards, presentationsthe creation of their Form S-1 to register their securities with the U.S. Securities and reports.Exchange Commission (“SEC”). Around the time they go public, many of these customers may then purchase our SEC solution, which enables companies to prepare and file all major SEC reports, and expand the use of our platform to support their audit requirements under the Sarbanes-Oxley Act (“SOX”).
Growth in Non-SEC Use Cases.Partner Ecosystem. We believe we have just begun to scratch the surface of several large and growing markets outside of SEC reporting, and therefore, we are continuing to invest in software development, sales and marketing to help Workiva grow. For example, we continue to sell Wdesk for regulated risk, Enterprise Risk Management, audit management, SOX and internal controls, capital markets transactions, and performance and management reporting – where we continue to see substantial opportunities for expansion.

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Wdesk Platform Use Cases
Our Wdesk platform enables customers to collect, link, manage, report and analyze critical business data for a wide range of use cases across public and private companies, state and local governments and universities. In addition, customer demand for a broader-based, enterprise-wide Wdesk platform continues to expand as we improve Wdesk features and capabilities and growthat our ecosystem of partners extends our geographic reach, accelerates the usage and adoption of our platform, and enables more efficient delivery of professional services. We intend to expand and deepen our relationships with global and regional partners, including global consulting firms, systems integrators, large and mid-sized independent software vendors and implementation partners. Our advisory and service partners offer a wider range of domain and functional expertise that broadens our platform’s capabilities and promotes Workiva as part of the capabilitiesdigital transformation projects they drive for their customers.
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Although Wdesk is used for hundreds of different use cases, we currently focusWorkiva Solutions
We organize our sales and marketing resources oninto four areas:solution groups: Regulatory Reporting, Non-Regulatory Reporting, Integrated Risk and Financial Services.
FinanceRegulatory Reporting
Changing regulations and Accounting
In the financemandates create complexity in regulatory and accounting market,compliance reporting, which is often executed by teams distributed across different departments and geographies within organizations. While changes to future regulations are unpredictable, we sell Wdesk to public and private companies, state and local governments and universities that useexpect demand for our platform to remain strong owing to its ability to improve businesstransparency, accountability and insight into data.
ESG Reporting. Our platform streamlines the entire ESG process from automating data processescollection, utilizing frameworks, and create a wide range of documents, spreadsheets, presentationsintegrating financial and non-financial data, including from disparate ESG sources. It enables organizations to deliver high-quality disclosures to their most important stakeholder by connecting information directly into sustainability reports, for management, investors, boards, regulators, auditorssurveys, statutory disclosures, annual reports, SEC filings, earnings call scripts, and other stakeholders.also enables XBRL tagging.
SEC Reportingand System for Electronic Document Analysis and Retrieval (“SEDAR”) Reporting. . We developed Wdesk to giveOur platform gives customers control over the entire SEC reporting process, from data collection to drafting to embedding supporting documentation to the actual filing with Inline XBRL. Our SEC reporting solution allows our customers to prepare and file all major SEC reports, such as Form 10-K, Form 10-Q and Form 8-K, as well as Form S-1 and other registration statements, proxy statements and Section 16 reports. Features tailored to the SEC reporting process include the capability to concurrently create reports in the HTML format required for filing on the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR)(“EDGAR”) system and the ability to perform XBRL tagging as well as to submit SEC reports with Inline XBRL. Canadian issuersForeign Private Issuers can use Wdeskour platform to draftinclude XBRL tagging in their 20-F and file reports on SEDAR. Wdesk40-F filings with the SEC. Workiva also enables customers to create earnings press releases, earnings call scripts, presentations and other investor relations materials with data linked to the corresponding filing. Canadian issuers can use our platform to draft and submit reports through SEDAR.
Broader Use By AccountingESEF Reporting. We market our platform in Europe to help companies comply with the ESMA mandate to use Inline XBRL for its ESEF taxonomy. More than 5,000 European issuers are subject to the required taxonomy for their annual financial reports.
Federal Energy Regulatory Commission (“FERC”) Reporting. We market our platform to help companies comply with the FERC XBRL mandate. More than 200 utility, natural gas, oil pipeline and Finance Teamscentralized service companies are required to file quarterly and annual reports using XBRL.
Global Statutory Reporting. . We see growing demand for our platform in the U.S. and in Europe for statutory reporting, which is a complex process for our multinational customers that are required to report statutory financial information throughout different countries and local jurisdictions where they do business. Currently, most of these enterprises rely on hundreds of legacy word-processing documents and spreadsheets with no digital audit trail. This disconnected, manual process is prone to errors and creates risk of accounting inconsistencies in reports between legal entities across jurisdictions. Without a standardized process and central oversight, companies face enormous risk and high expenses related to outsourcing to a bevy of consultants and accounting firms, which weakens control and extends review time.
Government Regulatory Reporting. State and local governments use our platform to streamline and modernize Comprehensive Annual Financial Reports (“CAFR”) and budgeting. We are also expanding adoption of our platform across U.S. government agencies. With our FedRAMP authorization, we can help federal agencies connect, control and report up to 80 percent of their information types.
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Non-Regulatory Reporting
Public and private companies, stategovernment agencies and local governments and universitieshigher-education institutions must create a vast array of complex financial and managerial reportsreports. Organizations of all sizes typically have to collect, track, manage and report on a wide range of operating metrics to drive better drive real-time business decisions. Wdeskoutcomes. Our customers continuously find new use cases include:across their organizations, including Financial Planning and Analysis (FP&A)(“FP&A”), board reporting,board/committee and quarterly reporting, C-Suite reporting, strategic business plans, financial statements, variance reports, monthly operationmanagement reports, managing and flash reports; statutory reporting, Comprehensive Annual Financial Report (CAFR) and budgetingtracking key performance indicators, data collection for state and local governments, financialdomestic sales, performance reporting and planning for universities, Global Reporting Initiative (GRI), investment company compliance and capital markets transactions.employee benefit financial statements.
Audit and Internal ControlsIntegrated Risk
We sell Wdeskour platform to people whoteams that work in Sarbanes-Oxley Act (SOX)SOX compliance, SOX certifications, internal controls over financial reporting (ICFR), evidence management, testing, Model Audit Rule (MAR-SOX) for insurance companies, audit management, dashboards, auditenterprise risk assessments, planning, legal compliance, policiesmanagement and procedurespolicy and issuesprocedure management.
SOX and ICFRCompliance.. Our customers use Wdeskour platform to increase efficiency in documenting, implementing and assessing ICFRinternal controls over financial reporting (“ICFR”) as required by SOX. SOX also requires public company CEOs and CFOs to individually certify that their annual and quarterly financial reports are accurate and complete and to assess the effectiveness of their ICFR. Increased scrutiny from the Public Company Accounting Oversight Board (PCAOB) on audits of management’s assessment of internal controls – and the transition in the framework used for assessing internal controls – is driving public companies to find more efficient and accurate solutions for SOX compliance. With Wdesk, ourOur customers can collect data from multiple departments, centralize that information in a linked platform, create and track process narratives and
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flows with co-workers, and embed evidence in internal audit work papers. We began selling our Wdesk solution to the SOX market in the second quarter of 2014. As of December 31, 2017, more than 600 customers use Wdesk for SOX and internaldirectly test controls.
Internal Audit ManagementManagement.. We sell to the broad-based audit management market because users in that market often collaborate with colleagues working in SOX, risk and riskcontrols across an organization. AuditInternal audit management which is a subset of a much larger market that is defined as Governance, Risk and Compliance (GRC), extends throughout an organization, organically drawing in Wdesk usersattracting Workiva customers from a wide range of departments. AuditInternal audit management which includes audit risk assessments, the audit planning process, workpaper management, testing, issues management and audit reports that encompass the audit committee report and the internal audit group, faces the same challenges in managing and documenting information from disparate departments. Wdesk allowsgroup. Workiva enables simultaneous collaboration with control and accountability and enables robust documentation, of ICFR that isaccurate audit conclusions and complete audit trails, which are essential to auditors, executives and boards. With Wdesk permission controls, administrators can controlrestrict access at all levels down to an individual data point, for each user to create, review and edit data and documents that relate directly to them. This control feature also enables users to grant access to their external auditors, and counsel, which further streamlines the review process and reduces expenses.
Enterprise Risk and Compliance
Changing regulations and mandates create complexity in risk and compliance reporting, which is often carried out by teams scattered across different departments and geographies within organizations. While we cannot predict future changes that could affect federal regulations, we expect demand for Wdesk to remain strong as aManagement. With our platform, for improving transparency, accountability and insight into business and government data.
We market Wdesk to address regulatory compliance risk and enterprise risk. Examples of regulations facing our customers include the Dodd-Frank Act, Basel III, Capital Requirements Regulation (CRR) and Capital Requirements Directive (CRD). Wdesk regulatory compliance risk use cases include Resolution and Recovery Plans (RRP), Comprehensive Capital Analysis and Review (CCAR), and Dodd-Frank Stress Testing (DFAST). Regulators are also implementing new, industry-specific reporting requirements. For example, in recent years insurance companies have been required to produce reports for Own Risk Solvency Assessment (ORSA) in the U.S. and Solvency II in Europe.
With Wdesk,can integrate their risk management practices can be integrated throughout the organization while maintaining information privacy, audit trails and security resulting in highly efficient and transparent compliance. Therefore, weWe also sell Wdesk for Enterprise Risk Management (ERM) as a solution for ERM to help enterprises to identify systemic risks, determine risk probabilities, assess risk magnitude, plan strategic responses, and report to boards and other stakeholders. Wdesk also can help business leadersstakeholders and ultimately make real-time ERM decisions.
PerformancePolicy and Management Reporting
Operations teams across organizations of all sizes typically have to collect, track, manage and report on a wide range of operating metrics to better drive business decisions. Procedure Management. Our customers continuously find newcan use cases across their organizations, including board committeeour platform to establish a connected, enterprise-wide policy and quarterly reporting, C-Suite reporting, strategic business plans, monthlyprocedure management reports, managingprocess. Teams can access and tracking key performance indicators (KPIs), data collectionmanage all content for domestic sales, performance reporting,policies, standards, procedures and guidelines for the entire enterprise in our platform, and they can efficiently manage ongoing policy review cycles throughout the year. Customers can map policies directly to risks, controls, processes and regulations and create a consistent template-driven format or taxonomy for all policies. Customers can also distribute and track employee benefit financial statements.

attestation of policies and procedures with automated certification reminders and progress dashboards.

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WdeskFinancial Services
We market our platform to address regulatory compliance risk and enterprise risk at banks, insurance companies and other financial services companies. Examples of regulations facing our customers include the Dodd-Frank Act, Basel III, Capital Requirements Regulation (“CRR”), Capital Requirements Directive (“CRD”), Resolution and Recovery Plans (“RRP”), Comprehensive Capital Analysis and Review (“CCAR”), and Dodd-Frank Stress Testing (“DFAST”). We also help investment management companies streamline industry-specific compliance and capital markets transactions.
We also market our platform to help organizations comply with the European Banking Authority’s Supervisory Review and Evaluation Process (“SREP”), which requires institutions to report on their Internal Capital Adequacy Assessment Process (“ICAAP”) and the Internal Liquidity Adequacy Assessment Process (“ILAAP”). In addition, our platform helps financial services firms in the UK comply with regulations from The Financial Conduct Authority, which requires reporting under the Client Asset Sourcebook (“CASS”) rules for registered firms who hold or control client money or custody assets.
Workiva Platform Technology
WdeskThe Workiva platform is single instance, multi-tenant software deployed in the cloud-based, multi-tenant technologycloud. Our platform, upon which all Workiva software solutions run. Wdesk is built on the Google Cloud Platform and Amazon Web Services and Google Cloud Platform, is composed of both proprietary and open-source technologies. UsersCustomers can access all WdeskWorkiva solutions with any standard web browser, mobile web browsers and iPad and Android applications. browser.
We believe that the following characteristics comprisehighlight our platform’s key competitive advantages:
Features and Functionality. Our platform allows customers to connect data from ERP, GRC, HCM and CRM systems, as well as other third-party cloud and on-premise applications with complete control, context, and clarity. Workiva's drag-and-drop data transformation and preparation capabilities deliver previews and provide insights on the fly. Organizations can simply extract data from sources into the Workiva platform where they can perform queries, filter, and clean the datasets, and do it across millions of records that typical spreadsheets can’t handle. Once the data is connected in the Workiva platform, users can automate data and workflow updates, track every change and seamlessly collaborate with colleagues to create trusted reports and regulatory filings.
With our platform’s data-linking capabilities, every change is automatically updated in all linked instances—including narrative and numbers—throughout spreadsheets, word-processing documents, charts and graphs, presentation decks and dashboards in our platform. Linking enables data consistency and ensures that collaborators are working with the most current data.
Our platform's detailed audit trail provides accountability and transparency by tracking every change made by every user over time. A complete record of data provenance and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions.
With permission controls in our platform, administrators can manage access at all levels so each user can create, review and edit data and documents. This control feature also enables users to grant access to their external auditors, outside counsel and other consultants, which further streamlines the review process and reduces expenses.
Easy to Deploy and Configure. The WdeskWorkiva platform can usually be deployed within days or weeks for new customers and can be easily configured by the customer for individual employees or entire teams. Because our solutions are browser-based, customers avoid costly, time-intensive deployments typically associated with on-premise enterprise software.
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High Performance. The architecture, design, deployment and management of our solutions provide enterprise-grade scalability, availability and security. The performance of the WdeskWorkiva platform has been tested and proven by some of the largest, most demanding enterprises in the world. Our platform is built for organizations of all sizes. The architecture, design, deployment and management of our solutions are focused on enterprise-grade scalability, availability and security. Our underlying code base is continually optimized in order to ensure high performance for our users.
Always On.Continuous Improvement. OurFrequent collaboration with customers are highly dependent on our solutions for their business data management and reporting needs. As a result, Wdesk is designed as an “always on” service. Additionally, constant customer collaboration and development iteration allowsallow us to offer our customersmake continuous improvements by releasing a new version of Wdeskour platform several times each week.
Scales Rapidly. WdeskThe Workiva platform is designed to support concurrent user sessions withinmillions of end users as a global enterprise, managing billionsresult of data elements while continuing to deliver rapid processing performance.its scalability and our relationship with Amazon Web Services and Google Cloud Platform. A number of our customers have reported millions of links to single sources of data, among multiple documents, spreadsheets and presentations, without any noticeablediscernible negative effects on performance. Wdesk is designed to support millions of end users as a result of its scalability and our relationship with the Google Cloud Platform and Amazon Web Services.
Secure. Many of the largest enterprises in the world trust us with their most sensitive data. Wdesk employsWe employ stringent data security, reliability, integrity and privacy practices. In addition to our regular customer security assessments, we aggressively test the security of our operations by subjecting it toengage in continuous and ongoing penetration and vulnerability testing (manual and automatic, internal and third-party). and adhere to standards established by third parties such as FedRAMP and ISO 27001. We also engage third-party auditors to evaluate our controls against the service organization controls (“SOC”) compliance frameworks.
Marketplace. The quality of ourWorkiva Marketplace enables organizations to streamline existing processes and solve new business problems by activating more than 140 ready-made templates, 70+ no-code data security efforts is validated by our annual completion of an independentconnectors, and services from industry experts and trusted partners — all within the Workiva platform’s connected and secure ecosystem. Its offerings include process checklists, carefully organized and linked reports, style guides, perfectly formatted presentations, and more. Accounting, sustainability, audit, process using the SSAE 16 standard. This standard is designed to determine whether a company has internal controlsfinancial planning & analysis, financial services, and safeguards that are suitably designed and effectively operating. The annual SSAE 16 examination includes coverage of security controls through performing SOC 1 Type 2 and SOC 2 Type 2 audits.
Research and Development
Our research and development team is distributed among nine office locations in North America and Europe, including our headquarters in Ames, Iowa.
Our research and development efforts are focused on improving the Wdesk platform for broad use across all of our solutions. Our developmentlegal teams can deploy incremental changes to our platform for our customers on a daily basis. We employ a continuous deliveryeasily add templates or connectors directly into an existing Workiva workspace and optimize workflow with process supported by Agile software development methodologiesautomation, practical examples, and a proprietary quality assurance process. Our spending on research and development was $68.2 million in 2017, $57.4 million in 2016, and $50.5 million in 2015. Our investment in research and development has grown due to increased compensation and headcount related to dedicating more resources to developing new features and functionality to our platform to capitalize on the growing demand for enterprise-wide Wdesk deployments.

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To ensureRecent Platform Milestones
In January 2021, we completed the migration of all Workiva customers onto our new features are intuitiveplatform, which is faster and efficient, each development team hasmore scalable with dozens of new capabilities, including improved real-time collaboration, new data importers and exporters, multi-monitor support, drag and drop capabilities, better charts, Workspaces for teams, additional languages and currencies, an improved filing wizard and additional ways to link data.
In April 2021, we launched our newest fit-for-purpose solution, ESG. This end-to-end solution empowers businesses to keep pace with the demand from regulators, ratings agencies, institutional investors and other stakeholders for trusted, transparent data and proof of ESG forward-looking business goals.
In July 2021, we launched the Workiva Marketplace, filled with more than 140 Workiva-built and partner templates, services and 70+ no-code connectors that streamline existing processes and solve new business problems all within the Workiva cloud platform’s connected and secure ecosystem.
In August 2021, we announced the strategic tuck-in acquisition of OneCloud, a dedicated user interface designer who is focused on deliveringpioneer in integration platform as a service (“iPaaS”) technology. We acquired OneCloud to extend our platform capabilities in data integration and preparation. OneCloud had been an optimized user experience. Additionally, we continuously testoriginal equipment manufacturer (“OEM”) partner of ours since July 2019. OneCloud’s technology expanded the Workiva platform, enabling our software code using a combination of quality assurance personnelcustomers to connect data from third-party sources, such as ERP, GRC, HCM and a proprietary automated testing suite.CRM systems, as well as other third-party cloud and on-premise applications. We believe connecting, harmonizing and controlling data across multiple, disparate source systems further differentiates the Workiva platform. By acquiring OneCloud, we now fully own the complete end-to-end technology of our platform.
In September 2021, we launched a new data preparation capability within the Workiva platform (“Data Prep”) that streamlines compliance reporting and empowers collaboration among financial and operational teams across organizations. Data Prep enables everyday business users as well as financial professionals to cleanse, transform, and map incoming data from enterprise systems of record via a simple, no-code interface. Data Prep provides dozens of prebuilt transformations that address the most common data preparation activities, eliminating inconsistencies caused by varying data definitions and harmonizing data into a single reporting standard, easily and intuitively.
In December 2021, we announced the acquisition of AuditNet. AuditNet created the world’s first online portal for the global audit community and serves as a primary communications resource with a digital network where 160,000+ audit practitioners access and share content, resources, and audit program tools and templates. AuditNet’s content guides internal auditors through changing regulations, emerging risks, different approaches to testing, and new risk and control frameworks. Workiva’s acquisition of AuditNet adds to our integrated risk offering and ensures that organizations of all sizes and maturity can turn to the Workiva platform to quickly scale their teams, strengthen risk assurance and greatly improve efficiency in the audit process. The acquisition comes on the heels of Workiva being named a Leader in The Forrester WaveTM: Governance Risk and Compliance Platforms Q3 2021 Report, and showcases Workiva’s investment in and commitment to the future transformation of audit.
In December 2021 we completed the acquisition of Arelle, the only open-source XBRL validation engine that transforms and improves data quality, transparency and trust for global businesses. Arelle technology is already deeply integrated into the Workiva platform, utilized by all Workiva solutions that use XBRL, including SEC reporting, FERC reporting, global statutory reporting, ESEF and ESG.
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Research and Development
Our research and development organization is responsible for the design, development, testing and validation of our platform and fit-for-purpose solutions. We focus on innovating and developing new solutions and furthering the openness and extensibility of our platform. We believe that delivering new functionality for our customers is an integral part of our product strategy and provides our customers with access to a broad array of options and information critical to enhancing their reporting, disclosure and digital transformation efforts. We have made, and expect that we will continue to make, significant investments in research and development to broaden our platform capabilities, strengthen our existing solutions, enhance our user experience, and our rigorous quality assurance culture are key differentiators that contributedevelop new solutions. We focus on customer engagement to envision the successfuture of our Wdesk platform.platform to bring about new capabilities and versions of existing solutions to market quickly in order to remain competitive in the marketplace.
Customers
Thousands of organizations, including global enterprises with hundreds of thousands of employees, trust Workiva. As of December 31, 2017,2021, we had more than 3,000 customers, including more than 70% of Fortune 500 companies. Our Wdesk platform modernizes the way our customers work.4,300 customers. Our customers are passionate, loyal supporters of our solutions, as demonstrated by our subscription and support revenue retention rate of 96.0% (excluding add-on seats)97.0% as of the December 20172021 measurement date. Our subscription and support revenue retention rate including add-on seatssolutions was 107.6%110.0% as of the December 2017 measurement date.31, 2021.
Competition
The intensity and nature of our competition variesvary significantly across our different solutions, as changes in regulation and market trends result in evolving customer requirements and demand for enterprise software. Our primary competitors include:
As our market grows,markets expand, we expect it will attractto compete with more highly specialized software vendors, as well as larger vendors that may continue to acquire or bundle their products more effectively.
The principal competitive factors in our market include: product features, reliability, performance and effectiveness; product line breadth, diversity and applicability; product extensibility and ability to integrate with other technology infrastructures; price and total cost of ownership; adherence to industry standards and certifications; strength of sales and marketing efforts; and brand awareness and reputation. We believe that our Wdesk cloud-based platform has the combination of features and value to our customers that will continue to allow us to compete favorably.effectively.
Sales and Marketing
Our “land-and-expand” sales strategy focuses on acquiring new customers and growing ourselling additional solutions to existing customer relationships.customers. We believe that we have penetrated only a small fraction of our market opportunity, and weopportunity. We intend to continue investing in sales and marketing to drive growth.growth in the U.S., Canada, Europe and parts of the Asia-Pacific region and Latin America.
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Sales
Our sales organization employs a combination of field sales, inside sales and partnership channels. We focus on a “land-and-expand” strategy to acquire new customers and expand our existing customer relationships. We reallocated our sales and marketing resources in 2017 to simplify our account management model and create stronger relationships with our customers through improved coverage.
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In 2017, we continued to expand our ecosystem of partners, including Business Process Outsourcing and managed service firms, global consultancies providing an array of accounting and advisory services, system integrators, large and and mid-sized Independent Software Vendors (ISV) and IT service providers. Our advisory and service partners offer a wider range of domain and functional expertise that broadens the capabilities of Wdesk, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to Wdesk, which becomes a central repository of trusted data, with powerful linking, auditability and control features.
Our sales organization comprises sales development representatives, pre-solutionspre-sales engineers and account managers. Our sales development representatives qualify sales-accepted opportunities for our account managers. Our pre-solutionspre-sales engineers focus on solutions and custom product demonstrations and consultative sales. Our account managers work to attract new customers as well as expand Wdeskour platform into new use cases and departments across our current customers’ organizations.
Our customer success and professional services teams also help our account managers growbuild our existing customer relationships by providing advice and best practices that enable users to harness the full power of Wdesk.our platform.
We expectplan to continue to strengthenstrengthening our sales coverage in our current markets, as well as expand our sales footprint in locations where we see a demand for our solutions. To achieve this growth, we plan to continue to hire energetic andhiring motivated sales people with experience in large enterprise software sales.sales and in specific geographical regions. We believe that our approach to hiring sales people, along with a progressive training, culture and compensation package will allow us to retain sales talent and continue to drive growth.
In 2021, we continued to expand our ecosystem of partners, including global consulting firms, systems integration and technology firms, and leading regional consulting firms. Our highly skilled advisory and implementation partners offer a wide range of subject-matter expertise that broadens our platform’s capabilities and promotes Workiva as part of the digital transformation projects they implement for their customers. Our technology partners enable powerful data and process integrations that enable our customers to connect their existing ecosystem of solutions directly to our platform. Our partners help to extend our customer reach through marketing and promotion and help accelerate the sale and delivery of our platform.
Marketing
Our marketing organization promotes our brand, generates demand for our offerings, and researches and assesses product and market needs. Our advance planning team assesses customer needs, conducts industry-based research and definesidentifies new markets. Our product marketing team develops the go-to-market strategy for WdeskWorkiva solutions and develops industry-level marketing messages.manages pricing and licensing strategies. The product marketing team also supports our sales team with playbooks that include profiles of typical buyers, key messages, value propositions, competitive analysis and sales strategies.
Our demand generation programs are categorized by technology solution and industry and are focused on engaging business leaders, process owners and technology teams. We use a variety of marketing programs across traditional and social channels to target current and prospective customers, including:
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Professional Services and Customer Success
We believe our professional services and customer success teams are essential contributors to our long-term successteam and differentiate our service from our competitors.segment them for each solution and market focus.
Professional Services. Professional ServicesOur professional services include initial setup of documents; XBRL mapping, tagging and review; best practices implementation; and business process consulting. Our XBRL team is primarily composed of people with accounting orand financial reporting experience who work with our customers to performprofessionals provide XBRL mapping, tagging and review services.services to our customers. We also employ a team of Solution Architectsconsultants who offer consulting services to customers to improve and streamline their Wdesk-related businessWorkiva-related data processes.
Customer Success. Our Customer Success teams support our users with in-depth knowledge and continuity for each customer’s Wdesk usage. Our Customer Success Managers (CSMs) provide 24/7 live customer support via phone, digital messaging and web-based conferencing. We provide intensive training to our CSMs and segment them for each solution and market focus. We have an in-house, e-learning curriculum called “The Learn Center” for Professional Services and CSMs to continue to develop skills related to Wdesk products, key markets and solution areas, management and compliance. The Learn Center also helps our employees stay current with industry and technology issues. In addition, we pay for employees to maintain professional certifications and licenses that are important to our customers, and we host regular company-wide employee education sessions on business, industry, technology and workplace topics.
Intellectual Property
Our intellectual property and proprietary rights are important to our business. To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual protections in the United States and other jurisdictions.
As of December 31, 2017,2021, we had 3063 issued patents and 1915 patent applications pending in the United States relating to our platform. We cannot assure you that any of our patent applications will result in the issuance of a patent or whether the examination process will require us to narrow or otherwise limit our claims. Any patents issued may be contested, designed around, found unenforceable, or invalidated, and we may not be able to prevent third parties from infringing them. We also license software from third parties for integration into our solutions, including open source software and other software available on commercially reasonable terms. We cannot assure you that such third parties will maintain such software or continue to make it available.
We control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, end-customers, and partners, and our software is protected by U.S. and international copyright laws. Despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and technology. In addition, we intend to expand our international operations, and effective patent, copyright, trademark, and trade-secret protection may not be available or may be limited in foreign countries.
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If we continue to be successful, we believe that competitors will be more likely to try to develop solutions and services that are similar to ours and that may infringe our proprietary rights. It may also be more likely that competitors or other third parties will claim that our platform infringes their proprietary rights.
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Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the enterprise software industry have extensive patent portfolios and are regularly involved in both offensive and defensive litigation. From time to time, third parties, including certain of these leading companies, may assert claims of infringement, misappropriation or other violations of intellectual property rights against us, and our standard license and other agreements obligate us to indemnify our customers against such claims. Successful claims of infringement by a third party could prevent us from distributing certain solutions or performing certain services, require us to expend time and money to develop non-infringing solutions, or force us to pay substantial damages (including enhanced damages if we are found to have willfully infringed patents or copyrights), royalties or other fees. In addition, to the extent that we gain greater visibility and market exposure as a public company, we face a higher risk of being the subject of intellectual property infringement claims from third parties. We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon any third-party patents, copyrights or other proprietary rights.    
We have registered a number of trademarks and logos, including "Workiva"“Workiva,” “Wdesk” and "Wdesk,"“Wdata” with the United States Patent and Trademark Office and in several jurisdictions outside the United States. We have also registered other trademarks in the United States and in other jurisdictions outside the United States. In addition, we intend to expand our international operations, and we cannot assure you that these names will be available for use in all such jurisdictions.
Litigation
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of any currently pending legal proceedings to which we are a party will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
EmployeesGovernment Regulations
We believe that our businesses and operations are in substantial compliance with all applicable government laws and regulations. Any additional measures to maintain compliance are not expected to materially affect our capital expenditures, competitive position, financial position or results of operations. Various legislative and administrative regulations applicable to us have become effective or are under consideration in many parts of the world. To date, such developments have not had a substantial adverse impact on our revenues, earnings or cash flows. However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon us or our business, our capital expenditures, results of operations, financial condition and competitive position could be negatively impacted. Refer to Item 1A. Risk Factors for further information.
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Environmental, Social and Governance (ESG)
We believe society expects more from the business community: authenticity, trust, truth, and transparency. These expectations lie at the heart of what Workiva does for customers and ourselves. We are committing to ESG through authentic and purposeful action—supporting our people and customers, protecting the environment, and conducting good business practices. When it comes to our company’s ESG responsibilities, Workiva tracks a course for consistent progress and excellence. We’ve established a guiding ESG strategy to ensure that we advance trust and belonging in our workforce and industry, stand for truth in our customer and partner interactions and in marketing practices, and stay consistently transparent about our impact with society and our employees across our value chain.
Along with the creation of our ESG strategy, we have also created our ESG governance structure, materiality approach, stakeholder engagement process, and alignment with United Nations Sustainable Development Goals (UN SDGs) and the Task Force on Climate-Related Disclosures (TFCD). To learn more about Workiva’s ESG efforts, track our progress in developing forward-looking commitments and key performance indicators, go to workiva.com/sustainability.
Human Capital
Workiva is a great place to work and has trusted and equipped our employees to work from wherever and whenever is best for them. We have been on the Fortune 100 Best Companies to Work For® list since 2019 and attribute our success to our values-based culture. We boast an employee engagement rate of 95% and an employee attrition rate of 15% that is better than industry average. Workiva offers market-competitive compensation and benefits to attract and retain the best employees.
By staying true to our company values, we have become a stronger and even more innovative team. As of December 31, 2017, we had 1,3182021, Workiva employed 2,106 full-time employees.people worldwide. Our headcount as of December 31, 20172021 increased 12.5%22.6% from our headcount1,718 full-time employees as of December 31, 2016. 2020.
Innovation thrives when people feel welcomed, valued, respected, and heard. Diversity, equity and inclusion are core values at Workiva, and an important component of our social commitment in our ESG strategy. We strive to create a workplace where everyone is comfortable bringing their best, authentic self to work every day. As we scale, we know that continuing to develop our workforce is essential to our growth.
Workiva fosters a work environment that encourages fairness, teamwork, and respect among all employees. We value all backgrounds, beliefs and interests, and we recognize this diversity as an important source of our innovation and success. We believe that our culture of diversity, equity and inclusion increases employee engagement, empowerment and satisfaction. As of December 31, 2021, women represented 39% of our global workforce and 33% of our leadership (director and above). As of December 31, 2021, 18% of our U.S. employees and 15% of our U.S. leadership (director and above) were from underrepresented racial/ethnic groups. Increasing diversity in our workforce and key operational leadership roles will remain an organizational priority.Current key initiatives include Employee Resource Groups (“ERG”), learning and development and talent acquisition. The Company maintains its ERG chapters globally across seven categories: Ethnic diversity, LGBTQ+, Veterans, Women in Technology, Women in Sales, Parents and Caregivers, and Employees who work remotely. Each ERG is sponsored and supported by senior leaders across the enterprise.
The health and safety of our colleagues and anyone who enters our workplace around the world is of paramount importance to Workiva. As part of our ongoing response to the global pandemic of respiratory disease (abbreviated “COVID-19”), we continued reopening our offices in 2021 with reduced capacity due to local business necessities, differences in laws, culture and employee needs. We have had to close certain offices at different times during the year to account for developments related to
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COVID-19, and in accordance with local laws and regulations. For those offices that have remained open, we have advised all employees that working from home is the safest course of action. Additionally, in order to maximize the health and safety of our workforce and promote transparency about our plans, we continued with bi-monthly communication from senior leaders regarding the impacts of COVID-19 on the workforce and the Company and work from home flexibility, while initiating new protocols across all offices under the direction of our COVID-19 task force.
None of our U.S. employees is represented by a labor organization or is a party to any collective bargaining arrangement. We have never experienced a strike or similar work stoppage, and we consider our relations with our employees to be good. For the fiscal year ended December 31, 2021, employee compensation and benefits accounted for approximately 83% of our total operating expense.

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Corporate Information
We were formed in California in August 2008 as WebFilings LLC. In July 2014, we changed our name to Workiva LLC, and we converted into a Delaware limited liability company in September 2014. On December 10, 2014, Workiva LLC was converted intoInc. is a Delaware corporation and renamed Workiva Inc. Ourwith principal executive offices are located at 2900 University Boulevard, Ames, Iowa 50010, and our50010. Our telephone number is (888) 275-3125. Our275-3125 and our website address is www.workiva.com.
Copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act, of 1934, as amended (the Exchange Act), are available, free of charge, on our website as soon as reasonably practicable after we file such material electronically with or furnish it to the SEC. The SEC also maintains a website that contains our SEC filings. The address of the site is www.sec.gov.

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Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described below. You should carefully consider the following risks and all of the other information contained in this report, including our consolidated financial statements and related notes, before investing in any of our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks, or other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.
Summary of Risk Factors
We are providing the following summary of the risk factors contained in this Form 10-K to enhance the readabilityand accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Form 10-K in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.
Risks Related to Our Business and Industry
We derive a majority of our revenue from customers using our platform for SEC filings.
We cannot accurately predict subscription renewal or upgrade rates.
Failure to manage our growth may adversely affect our business or operations.
Our revenue growth rate in recent periods may not be indicative of our future performance.
We have not been profitable historically and may not achieve or maintain profitability in the future.
Our quarterly results may fluctuate significantly.
Our solutions face intense competition in the marketplace.
Our revenue growth will depend in part on the success of our efforts to augment our direct-sales channels by developing relationships with third parties.
Adverse economic conditions or reduced technology spending may adversely impact our business.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success.
We depend on our senior management team and other key employees.
The COVID-19 pandemic has impacted our business, and its ultimate impact on our business and financial results is uncertain.
Our workforce is our primary operating expense and subjects us to risks associated with increases in the cost of labor.
Operations outside the United States expose us to risks inherent in international sales.
A significant fluctuation between the U.S. Dollar and other currencies could adversely impact our operating results.
Fixed-fee engagements with customers may not meet our expectations if we underestimate the cost of these engagements.
If we fail to continue to develop our brand, our business may suffer.
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Legislative and regulatory changes could adversely affect our business.
We may need to raise additional capital, which may not be available to us.
We have acquired, and may continue to acquire, other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.
Because we recognize revenue over the term of each subscription, downturns or upturns in sales may not be immediately reflected in our operating results.
We are subject to general litigation that may materially adversely affect us.
A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our Class A common stock.
Our relatively limited operating history makes it difficult to predict our future operating results.
Risks Related to Technology and Intellectual Property
If we or our service providers fail to keep our customers’ information confidential or otherwise handle their information improperly, our business and reputation could be adversely affected.
The success of our cloud-based software largely depends on our ability to provide reliable solutions to our customers.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers.
Failure to establish and maintain partnerships that can provide complementary technology offerings and software integrations could limit our ability to grow our business.
If we do not keep pace with technological changes, our solutions may become less competitive.
If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our solutions.
The inability to maintain software licenses, or the existence of errors in the software we license could result in increased costs or reduced service levels.
Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems could negatively impact our business.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our solutions.
We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations.
Any failure to protect our intellectual property rights or defend against accusations of infringement of third-party intellectual property rights could impair our ability to protect our proprietary technology and our brand.
Some of our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
Risks Related to Taxes
The adoption of new tax legislation could adversely affect our business and financial condition.
Determining our income tax rate is complex and subject to uncertainty.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
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Risks Related to Ownership of Our Securities
Our stock price has been and will likely continue to be volatile or may decline regardless of our operating performance.
If there are substantial sales of shares of our Class A common stock or some or all of our convertible senior notes are converted and sold, the price of our Class A common stock could decline.
The dual class structure of our common stock concentrates voting control with certain of our executives.
Anti-takeover provisions in our charter documents, our convertible senior notes and Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and may negatively affect the market price of our Class A common stock.
We do not intend to pay dividends for the foreseeable future.
Risks Related to our Indebtedness
The conditional conversion feature of our convertible senior notes may adversely affect our financial condition and operating results.
Servicing our debt requires a significant amount of cash.
Risks Related to Our Business and Industry
We derive a majority of our revenue from customers using our platform for SEC filings.
We derive a majority of our revenue from customers using our platform for SEC filings. We sell a variety of other solutions, including global statutory reporting, SOX, capital markets, enterprise risk management and audit management, but the introduction of new solutions beyond the SEC market may not be successful. Although non-SEC solutions generated 70% of new solution and new customer bookings in 2021, it is uncertain whether they will achieve the level of market acceptance we have achieved in the SEC market. Any factor adversely affecting sales of our platform or solutions, including release cycles, market acceptance, competition, performance and reliability, reputation and regulatory, economic and market conditions, could adversely affect our business and operating results.
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We cannot accurately predict subscription renewal or upgrade rates.
Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our services. Our customers have no obligation to renew their subscriptions for our services after the expiration of their current subscription period. While we have historically maintained a limited operating history, which makes it difficultsubscription and support revenue retention rate of greater than 94%, we may be unable to maintain this historical rate and we may be unable to accurately predict our subscription and support revenue retention rate. In addition, our customers may renew for shorter contract lengths, lower prices or a reduced scope of service. We cannot accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results.
We were founded in 2008 and have a limited operating history. We began offering our first solution in 2010 and launched Wdesk in 2013. As Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our brief operating history,service, customers’ ability to continue their operations and spending levels and deteriorating general economic conditions. If our customers do not renew their subscriptions for our service, purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline and our business will suffer. Our future success also depends in part on our ability to forecastsell additional solutions and services, more subscriptions or enhanced editions of our future operating results is limitedservices to our current customers, which may also require increasingly sophisticated and subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein.costly sales efforts that are targeted at senior management. If our assumptions regarding these risksefforts to sell additional solutions and uncertainties (whichservices to our customers are not successful, our growth and operations may be impeded.
Failure to manage our growth may adversely affect our business or operations.
Since our formation, we use to plan our business) are incorrect or change due to changeshave experienced significant growth in our markets, or ifbusiness, customer base, employee headcount and operations, and we do not address these risks successfully,expect to continue to expand our business over the next several years. This growth places a significant strain on our management team and employees as well as our operating and financial results could differ materially fromsystems. To manage our expectationsfuture growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. In particular, we grew from 1,718 employees as of December 31, 2020 to more than 2,100 employees as of December 31, 2021. We anticipate that additional investments in sales personnel, infrastructure and research and development spending will be required to:
scale our operations and increase productivity;
address the needs of our customers;
further develop and enhance our existing solutions and offerings;
develop new technology; and
expand our markets and opportunity under management, including into new solutions and geographic areas.
We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to expand our market presence in the United States, Europe, Asia Pacific region and other current markets or successfully establish our presence in other markets. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.
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Our revenue growth rate in recent periods may not be indicative of our future performance.
We experienced revenue growth rates of 26%, 18% and 22% in fiscal 2021, 2020 and 2019, respectively. Our historical revenue growth rates are not indicative of future growth, and we may not achieve similar revenue growth rates in future periods. You should not rely on our revenue or revenue growth for any prior quarterly or annual periods as any indication of our future revenue or revenue growth. If we are unable to maintain consistent revenue or revenue growth, our stock price could suffer.be volatile, and it may be difficult to achieve and maintain profitability.
We have not been profitable historically and may not achieve or maintain profitability in the future.
We have posted a net loss in each fiscal year since we began operations in 2008, including net losses of approximately $44.4$37.7 million in fiscal 2017, $44.02021, $48.4 million in fiscal 20162020 and $43.4$47.5 million in fiscal 2015.2019. While we have experienced continued revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of subscriptions to sustain or increase our growth or achieve or maintain profitability in the future. In addition, we plan to continue to invest in our infrastructure, new solutions, research and development and sales and marketing, and as a result, we cannot assure you that we will achieve or maintain profitability. Because we intend to continue spending in anticipation of the revenue we expect to receive from these efforts, our expenses will be greater than the expenses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate, which would further impact our profitability.
We may incur losses in the future for a number of reasons, including the other risks and uncertainties described in this annual report. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in future periods, our financial performance may be harmed, and we may not achieve or maintain profitability in the future.
Our revenue growth rate in recent periods may not be indicative of our future performance.
We experienced revenue growth rates of 16%, 23% and 29% in fiscal 2017, 2016 and 2015, respectively. Our historical revenue growth rates are not indicative of future growth, and we may not achieve similar revenue growth rates in future periods. You should not rely on our revenue or revenue growth for any prior quarterly or annual periods as any indication of our future revenue or revenue
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growth. If we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability.
Failure to manage our growth may adversely affect our business or operations.
Since 2010, we have experienced significant growth in our business, customer base, employee headcount and operations, and we expect to continue to grow our business over the next several years. This growth places a significant strain on our management team and employees and on our operating and financial systems. To manage our future growth we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. In particular, we grew from 109 employees as of December 31, 2010 to more than 1,300 employees as of December 31, 2017. We anticipate that additional investments in sales personnel, infrastructure and research and development spending will be required to:
We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to expand our market presence in the United States and other current markets or successfully establish our presence in other markets. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.significantly.
Our quarterly results of operations, including the levels of our revenue, gross margin, profitability, cash flow and deferred revenue, may vary significantly in the future due to a variety of factors, including the risks and uncertainties described herein, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and therefore, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impactaffect the value of our Class A common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:
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We derive afirst calendar quarter. The majority of our SEC customers report their financials on a calendar year basis. While we expect our professional services revenue from customers usingto become less seasonal as our Wdesk platform for SEC filings. Our efforts to continue to increase use of our Wdesk platform in other applications may not succeed and may reduce our revenue growth rate.
We derivenon-SEC offerings grow, a majoritysignificant portion of our revenue from customers usingmay continue to reflect seasonality, which makes it difficult to predict our Wdesk platform for SEC filings. We began our sales and marketing of Wdesk for regulatory risk, SOX, enterprise risk management and audit management relatively recently. While non-SEC use cases generated approximately half of our total booking in 2017, it is uncertain whether these non-SEC use cases will achieve the level of market acceptance we have achieved in the SEC filing market. Further, the introduction of new solutions beyond these markets may not be successful. Because it is our policy not to view actual customer data unless specifically invited by a customer to do so, we are unable to determine with any certainty how customers are using our platform and may not be able to determine with certainty the extent to which our new solutions are being utilized by customers. Any factor adversely affecting sales of our platform or solutions, including release cycles, market acceptance, competition, performance and reliability, reputation and economic and market conditions, could adversely affect our business andfuture operating results.
Our solutions face intense competition in the marketplace. If we are unable to compete effectively, our operating results could be adversely affected.
The market for our solutions is increasingly competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Although we believe that our Wdesk platform and the solutions that it offers are unique, many vendors develop and market products and services that compete to varying extents with our offerings, and we expect competition in our market to continue to intensify. Moreover, industry consolidation may increase competition. In addition, many companies have chosen to invest in their own internal reporting solutions and therefore may be reluctant to switch to solutions such as ours.

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We compete with many types of companies, including diversified enterprise software providers; providers of professional services, such as consultants and business and financial printers; governance, risk and compliance software providers; and business intelligence/corporate performance management software providers; and business reporting software providers. Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do. As a result, ourOur competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. We could lose customers if our competitors introduce new competitive products, add new features, acquire competitive products, reduce prices, form strategic alliances with other companies or are acquired by third parties with greater available resources. We also face competition from a variety of vendors of cloud-based and on-premise software applications that address only a portion of one of our solutions. We may also face increasing competition from open source software initiatives, in which competitors may provide software and intellectual property for free. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to our solutions without access to setup support services. If we are unable to provide those services on terms attractive to the customer, the prospective customer may be unwilling to utilize our solutions. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenue could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which would adversely affect our business.
Our revenue growth will depend in part on the success of our efforts to augment our direct-sales channels by developing relationships with third parties.
PriorWe have established strategic relationships with global advisory firms, regional consulting and implementation firms and technology partners. We expect these parties to 2017, we relied almost exclusively on the direct-sales modelcontribute to market Wdesk. In order to continue to build our business, wegrowth through referrals, influencing purchases and enhancing our value proposition through advisory and implementation services. We plan to continue to develop partnerships to supportexpand our sales efforts through referralspartner ecosystem and co-selling arrangements. Our efforts to developbuild relationships with partners are still at an early stage, we have generated limited revenue through these relationships to date, and we cannot assure you that we will be able to develop and maintain successful partnerships or that these partners will be successful in marketing and selling our platform or solutions based upon our platform.third parties. Identifying partners, negotiating and supporting relationships with them, on-boarding those firms into our ecosystem and maintaining relationships requires a significant commitment of time and resources that may not yield a significant return on our investment. We expect that our partners will have only limited commitments to dedicate resources to marketing and promoting our solutions. In addition, our competitors may be more effective in providing incentives to our partners or prospective partners to favor their products or services over our solutions. If we are unsuccessful in establishing or maintaining our relationships with partners, or if these partners are unsuccessful in marketing or selling our solutions, or are unable or unwilling to devote sufficient resources to these activities, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. Further,Furthermore, our partners rely on highly skilled and trained professionals to position the platform in the market and to provide implementation and consulting services to our customers. We have formal training and enablement programs for our partners; however, our enablement efforts may be ineffective. If we do not adequately develop and maintain a sufficient number of qualified and trained partner professionals with knowledge of our solutions and our platform, we may suffer from services not being delivered correctly, improper expectations being set with our customers and customers therefore choosing not to expand the use of our platform or deciding not to renew their subscriptions. Also, our partners may have relationships with our competitors and experience with other products or services that could be used as substitutes for our platform. These relationships and product experience may result in our partners recommending our competitors’ products or services over our own products or services. In addition, new or emerging technologies and technological trends or changes in customer requirements may result in certain third parties de-emphasizing their dealings with us or becoming potential competitors in the future.
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Adverse economic conditions or reduced technology spending may adversely impact our business.
Our business depends on the overall demand for technology and on the economic health of our current and prospective customers. Global financial developments and global health crises or pandemics may harm us, including disruptions or restrictions on our employees’ ability to work and travel. In general, weakened global economic conditions, including those from the ongoing COVID-19 pandemic, make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately. Weak global economic conditions or a reduction in technology spending could adversely impact our business, financial condition and results of operations in a number of ways, including longer sales cycles, lower prices for our solutions, reduced bookings and lower or no growth. Additionally, our capital markets business can serve as a point of entry for customers to our platform. The growth of our capital markets and SEC businesses are based in part on the strength of the IPO/special-purpose acquisition company (“SPAC”) market, which can fluctuate. A significant decline in the IPO/SPAC market could adversely affect sales of our capital markets solution and potentially other solutions.
In addition, the uncertainty and instability surrounding the implementation and effect of “Brexit,” the United Kingdom’s decision to leave the European Union, may cause increased economic volatility. The longer term economic, legal, political and social implications of Brexit are unclear at this stage. Changes impacting our ability to conduct business in the U.K. or other E.U. countries, or changes to the regulatory regime applicable to our operations in those countries, may cause disruptions to and create uncertainty surrounding our business in the U.K. and E.U. Brexit has resulted in significant volatility in global stock market and currency exchange rate fluctuations. Further, uncertainty around these and related issues could lead to adverse effects on the economy of the U.K. and the other economies in which we operate. Any of these events could have a material adverse effect on our business operations, results of operations and financial condition.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success.
We believe our corporate culture is a critical component to our success. We have invested substantial time and resources in building our team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and effectively focus on and pursue our corporate objectives.
We depend on our senior management team and other key employees.
We rely on our leadership team and other key employees. From time to time, there are changes in our management team resulting from the hiring or departure of executives or other key employees, which could disrupt our business. Our senior management and key employees are generally employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business.
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Further, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these individuals is intense, especially for engineers with high levels of experience in designing and developing software and internet-related services, senior sales executives and professional services personnel with appropriate financial reporting experience. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have breached their legal obligations or that we have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.
The COVID-19 pandemic has impacted our business, and its ultimate impact on our business and financial results is uncertain.
The COVID-19 pandemic has significantly impacted the global economy, disrupted global supply chains and created significant volatility and disruption in financial markets, and increased unemployment levels. While it remains a developing situation, the pandemic and any quarantines, interruptions in travel and business disruptions with respect to us, our customers or partners have had and will continue to have an impact on our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic, the ultimate impact of the COVID-19 pandemic on our business remains highly uncertain and will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, and effect on our vendors, all of which are uncertain and cannot be predicted.
As a result of the work and travel restrictions relating to the ongoing COVID-19 outbreak, substantially all of our sales and operating activities are being conducted remotely. This global work-from-home operating environment may adversely impact the productivity of certain employees, and these conditions may persist and harm our business, including our future operating results. The pandemic and accompanying market volatility, uncertainty and economic disruption may also have the effect of heightening many of the other risks described in the “Risk Factors” set forth in this Annual Report on Form 10-K.
Our workforce is our primary operating expense and subjects us to risks associated with increases in the cost of labor.
Labor is our primary operating expense. We may face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, or increases in employee benefit costs. If labor-related expenses increase, our operating expense could increase, which would adversely affect our business, financial condition and results of operations.
We are subject to the Fair Labor Standards Act (“FLSA”) and various federal and state laws governing such matters as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations.
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Operations outside the United States expose us to risks inherent in international sales.
A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. A growing portion of our revenue is from customers headquartered outside the United States. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. Because of our limited experience with international operations, our international expansion efforts may not be successful in creating additional demand for our solutions outside of the United States or in effectively selling subscriptions to our solutions in all of the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:
the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses;
increased management, travel, infrastructure, legal compliance and regulation costs associated with having multiple international operations;
sales and customer service challenges associated with operating in different countries;
data privacy laws that require customer data to be stored and processed in a designated territory;
inadequate local infrastructure and difficulties in staffing and managing foreign operations;
different pricing environments and longer sales and collection cycles;
new and different sources of competition;
difficulties in enforcing intellectual property and other rights outside of the United States;
laws and business practices favoring local competitors;
compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations;
increased financial accounting and reporting burdens and complexities;
restrictions on the transfer of funds;
an uncertain trade environment;
adverse tax consequences;
unstable regional economic and political conditions;
liquidity issues, including due to political actions by sovereign nations with a controlled currency environment, which could result in decreased values of cash balances or potential difficulties protecting our foreign assets or satisfying local obligations;
difficulties in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers;
issues resulting from operations in locations with a higher incidence of corruption and fraudulent business practices;
challenges in integrating acquisitions with foreign operations; and
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natural disasters, acts of war, terrorism, security breaches, pandemics or other health crises, including the ongoing COVID-19 pandemic.
Some of our third-party business partners have international operations and are also subject to these risks and if our third-party business partners are unable to appropriately manage these risks, our business may be harmed.
A significant fluctuation between the U.S. Dollar and other currencies could adversely impact our operating results.
Although our financial results are reported in U.S. Dollars, a portion of our sales and operating costs are realized in other currencies, with the largest concentration of foreign sales occurring in Europe. We anticipate that over time, an increasing portion of our international contracts may be denominated in local currencies. Therefore, fluctuations in the value of the U.S. Dollar and foreign currencies may impact our operating results when translated into U.S. Dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations. Significant long-term fluctuations in relative currency values, and in particular, an increase in the value of the U.S. Dollar against foreign currencies, could have an adverse effect on our operating results.
Fixed-fee engagements with customers may not meet our expectations if we underestimate the cost of these engagements.
We provide certain professional services on a fixed-fee basis. When making proposals for fixed-fee engagements, we estimate the costs and timing for completing the engagements. We provide professional services on both SEC and non-SEC solutions, including our financial services, integrated risk, global statutory reporting and FERC reporting solutions. Professional services on non-SEC solutions usually involve a different mix of subscription, support and services than professional services on our SEC solution. Growth in professional services on non-SEC solutions may impact our gross margins in ways that we cannot predict. If we are required to spend more hours than planned to perform these services, our cost of services revenue could exceed the fees charged to our customers on certain engagements and could cause us to recognize a loss on a contract, which would adversely affect our operating results. In addition, if we are unable to provide these professional services, we may lose sales or incur customer dissatisfaction, and our business and operating results could be significantly harmed.
If we fail to continue to develop our brand, our business may suffer.
We believe that continuing to develop and maintain awareness of our brand is critical to achieving widespread acceptance of our solution and is an important element in attracting and retaining customers. Efforts to build our brand may involve significant expense and may not generate customer awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand.
Promotion and enhancement of our name and the brand names of our solutions depends largely on our success in being able to provide high quality, reliable and cost-effective solutions. If customers do not perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will likely be unsuccessful in creating the brand awareness that is critical for broad customer adoption of our solutions. That failure could result in a material adverse effect on our business, financial condition and operating results.
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Legislative and regulatory changes could adversely affect our business.
The market for our solutions depends in part on the requirements of the SEC, the Federal Reserve System, the Federal Deposit Insurance Corporation and other regulatory bodies. Any legislation or rulemaking substantially affecting the content or method of delivery of documents to be filed with these regulatory bodies could have an adverse effect on our business. Uncertainty caused by political change in the United States and Western Europe (including Brexit) heightens regulatory uncertainty in these areas. New legislation, or a significant change in rules, regulations, directives or standards could reduce demand for our products and services, increase expenses as we modify our products and services to comply with new requirements and retain relevancy, impose limitations on our operations, and increase compliance or litigation expense, each of which could have a material adverse effect on our business, financial condition and results of operations.
We may need to raise additional capital, which may not be available to us.
Our future liquidity and capital requirements are difficult to predict as they depend upon many factors, including the success of our solutions and competing technological and market developments. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances, and we may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock.
We have acquired, and may continue to acquire, other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.
We have acquired and may in the future seek to acquire or invest in businesses, applications or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, we have limited experience in acquiring other businesses. For businesses we have acquired or may acquire, we may not be able to integrate the acquired customers, personnel, operations and technologies successfully or effectively manage the combined business following the acquisition.
Because we recognize revenue over the term of each subscription, downturns or upturns in sales may not be immediately reflected in our operating results.
We generally recognize subscription and support revenue from customers ratably over the terms of their subscription agreements, which are typically on an annual cycle and automatically renew for additional periods. As a result, a substantial portion of the revenue we report in each quarter will be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter. Accordingly, the effect of any significant downturns in sales, including changes as a result of the ongoing COVID-19 pandemic, may not be fully reflected in our results of operations until future periods.
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We are subject to general litigation that may materially adversely affect us.
From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger. While our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.
A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting.
We must maintain effective financial and management systems and internal controls to meet our public company reporting obligations. Moreover, SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. If we have a material weakness or deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our failure to maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.
Our relatively limited operating history makes it difficult to predict our future operating results.
We were founded in 2008 and have a relatively limited operating history. We began offering our first solution in 2010 and launched our platform in 2013. As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
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Risks Related to Technology and Intellectual Property
If we or our service providers fail to keep our customers’ information confidential or otherwise handle their information improperly, our business and reputation could be adversely affected.
Because data security is a critical competitive factor in our industry, we make numerous statements in our privacy policy and customer agreements, through our certifications to privacy standards and in our marketing materials, providing assurances about the security of our platform. If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant damages based on the premature release of confidential information. While we have security measures in place to protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
In addition, certain of our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) have access to our customers’ data and could suffer security breaches or data losses that affect our customers’ information. If an actual or perceived security breach or premature release occurs, our reputation could be damaged and we may lose future sales and customers. We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.
The success of our cloud-based software largely depends on our ability to provide reliable solutions to our customers.
Because our solutions are complex and we continually release new features, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our subscribers and harm our reputation and our business. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems associated with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew their subscriptions, could delay or withhold payment to us or may make warranty or other claims against us. In addition, if the public becomes aware of a security breach of our solutions, our future business prospects could be adversely impacted.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers.
Once our solutions are deployed, our customers depend on our customer success organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services without incurring additional expenses or at all. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our solutions and business reputation and on positive recommendations from our existing customers.
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Failure to establish and maintain partnerships that can provide complementary technology offerings and software integrations could limit our ability to grow our business.
Our growth strategy includes expanding the use of Wdeskour platform through complementary technology offerings and software integrations, such as third-party application programming interfaces, or APIs. While we have established relationships with certain providers of complementary technology offerings
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and software integrations, we cannot assure you that we will be successful in maintaining partnerships with these providers or in establishing additional partnerships of this type. Third-party providers of complementary applications and APIs may decline to enter into partnerships with us or may later terminate their relationships with us, change the features of their applications and platforms, restrict our access to their applications and platforms or alter the terms governing use of their applications and APIs and access to those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms with Wdesk, which could negatively impact our offerings and harm our business.the Workiva platform. Further, if we fail to integrate Wdeskthe Workiva platform with new third-party applications and platforms that our customers use, or to adapt to the data transfer requirements of such third-party applications and platforms, we may not be able to offer the functionality that our customers need, which would negatively impact our offerings and, as a result, could negatively affect our business, results of operations and financial condition.need. In addition, we may benefit from these partners’ brand recognition, reputations, referrals and customer bases. Any losses or shifts in the referrals from or the market positions of these partners in general, in relation to one another or to new competitors or new technologies could lead to losses in our relationships or customers or our need to identify or transition to alternative channels for marketing our solutions.
If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.competitive.
Our market is characterized by rapid technological change, frequent product and service innovation and evolving industry standards. If we are unable to provide enhancements and new features for our existing solutions or new solutions that achieve market acceptance or that keep pace with these technological developments, our business could be adversely affected. For example, we focus on enhancing the features of our Wdesk platform to improve its utility for larger customers with complex, dynamic and global operations. The success of enhancements, new features and solutions depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or solutions. If we fail to successfully complete and introduce platform enhancements, or if our customers experience difficulties using our platform as a result of the transition or of the implementation of these enhancements, our revenue retention and revenue growth may be adversely affected. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our solutions to keep pace with technological changes or operate effectively with future network platforms and technologies could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.
If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our solutions.
We have experienced significant growth in the number of users, projects and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order
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to support changes in hardware and software parameters and the evolution of our solutions, all of which require significant lead time. Our Wdesk platform interacts with and depends on technology provided by Amazon Web Services, Google AmazonCloud Platform and other third-party providers, and our technological infrastructure depends on this technology.data is hosted pursuant to service agreements with these providers. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct, which could result in interruptions in our services. We have experienced, and may in the future experience, website disruptions, outages and other performance
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problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could adversely affect our reputation and our revenue.
As a providerThe inability to maintain software licenses, or the existence of cloud-basederrors in the software we rely on the services of third-party data center hosting facilities. Interruptions or delays in those services could impair the delivery of our service and harm our business.
Our Wdesk platform has been developed with, and is based on, cloud computing technology. It is hosted pursuant to service agreements on servers by third-party service providers, including those with Google and Amazon. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct. Unanticipated problems at these facilitieslicense could result in lengthy interruptionsincreased costs or reduced service levels.
Our solutions incorporate certain third-party software that may be licensed to or hosted by or on behalf of Workiva, or may be hosted by a licensor and accessed by Workiva on a Software-as-a-Service basis. We anticipate that we will continue to rely on third-party software and development tools from third parties in the future. There may not be commercially reasonable alternatives to the third-party software we currently use, or it may be difficult or costly to replace. In addition, integration of the software used in our services. Ifsolutions with new third-party software may require significant work and require substantial investment of our time and resources. Any undetected errors or defects in this third-party software could prevent the servicesdeployment or impair the functionality of one or more of these providers are terminated, disrupted, interrupted or suspended for any reason, we could experience disruption in our ability to offer our solutions, or we could be required to retain the services of replacement providers, which could increase our operating costs and harm our business and reputation. In addition, as we grow, we may move or transfer our data and our customers’ data to other cloud hosting providers. Despite precautions taken during this process, any unsuccessful data transfers may impair the deliverydelay new solution introductions, result in a failure of our service. Further, any damage to, or failure of, the cloud servers that we use could result in interruptions insolutions and injure our services. reputation.
Interruptions in our servicethird-party services or software may damage our reputation, reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business would be harmed if our customers and potential customers believe our service is unreliable. Any inability to maintain or acquire third-party licensed software for use in our solutions could result in increased costs or reduced service levels, which would adversely affect our business.
Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems for providing our solutions to customers could negatively impact our business.
Our ability to deliver our solutions is dependent on the development and maintenance of the internet and other telecommunications services by third parties. Such services include maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable internet access and services and reliable telecommunications systems that connect our operations. While our solutions are designed to operate without interruption, we may experience interruptions and delays in services and availability from time to time. We
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Further, we rely on third-party systems as well as third-partyand vendors, including data center, bandwidth, and telecommunications equipment providers, to provide our solutions. Our platform has been developed with, and is based on, cloud computing technology. It is hosted pursuant to service agreements on servers by third-party service providers, including those with Amazon Web Services and Google Cloud Platform. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct. We also do not maintain redundant systems or facilities for some of these services. InUnanticipated problems at these facilities could result in lengthy interruptions in our services. If the eventservices of a catastrophic event with respect to one or more of these systemsproviders are terminated, disrupted, interrupted or facilities,suspended for any reason, we maycould experience an extended period of system unavailability, which could negatively impact our relationship with our customers.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.
Once our solutions are deployed, our customers depend on our customer success organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increasesdisruption in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent
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on our solutions and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to selloffer our solutions, to existing and prospective customers, and our business, operating results and financial position.
Because our Wdesk platform is offered on a subscription basis, we are required to recognize revenue for it over the term of the subscription. As a result, downturns or upturns in sales may not be immediately reflected in our operating results.
We generally recognize subscription and support revenue from customers ratably over the terms of their subscription agreements, which are typically on a quarterly or annual cycle and automatically renew for additional periods. As a result, a substantial portion of the revenue we report in each quarter will be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter. This decline, however, will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our solutions and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In addition, we may be unable to adjust our cost structure to reflect the changes in revenue, which could adversely affect our operating results.
We cannot accurately predict subscription renewal or upgrade rates and the impact these rates may have on our future revenue and operating results.
Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our services. Our customers have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period. While we have historically maintained a subscription and support revenue retention rate of greater than 95%, we may be unable to maintain this historical rate and we may be unable to accurately predict our subscription and support revenue retention rate. In addition, our customers may renew for shorter contract lengths, lower prices or fewer users. We cannot accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations and spending levels and deteriorating general economic conditions. If our customers do not renew their subscriptions for our service, purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline and our business will suffer. Our future success also depends in part on our ability to sell additional solutions and services, more subscriptions or enhanced editions of our services to our current customers, which may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. If our efforts to sell additional solutions and services to our customers are not successful, our growth and operations may be impeded. In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our services would harm our future operating results.

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Adverse economic conditions or reduced technology spending may adversely impact our business.
Our business depends on the overall demand for technology and on the economic health of our current and prospective customers. In general, worldwide economic conditions remain unstable, and these conditions make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately. These conditions could cause our customers or prospective customers to reevaluate their decision to purchase our solutions. Weak global economic conditions, or a reduction in technology spending even if economic conditions improve, could adversely impact our business, financial condition and results of operations in a number of ways, including longer sales cycles, lower prices for our solutions, reduced bookings and lower or no growth.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
We believe our corporate culture is a critical component to our success. We have invested substantial time and resources in building our team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and effectively focus on and pursue our corporate objectives.
We depend on our senior management team and other key employees, and the loss of one or more key employees could adversely affect our business.
Our success depends largely upon the continued services of our key executive officers. We also rely on our leadership team and other mission-critical individuals in the areas of research and development, marketing, sales, services and general and administrative functions. From time to time, there may be changes in our management team resulting from the hiring or departure of executives or other key employees, which could disrupt our business. Our senior management and key employees are generally employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business.
Our ability to attract, train and retain qualified employees is crucial to our results of operations and any future growth.
To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these individuals is intense, especially for engineers with high levels of experience in designing and developing software and internet-related services, senior sales executives and professional services personnel with appropriate financial reporting experience. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have breached their legal obligations or that we have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.
Our workforce is our primary operating expense and subjects us to risks associated with increases in the cost of labor as a result of increased competition for employees, higher employee turnover rates and required wage increases and health benefit coverage, lawsuits or labor union activity.
Labor is our primary operating expense. As of December 31, 2017, we employed 1,318 full-time employees. For the fiscal year ended December 31, 2017, employee compensation and benefits accounted
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for approximately 75% of our total operating expense. We may face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, or increases in employee benefit costs. If labor-related expenses increase, our operating expense could increase, which would adversely affect our business, financial condition and results of operations.
We are subject to the Fair Labor Standards Act (FLSA) and various federal and state laws governing such matters as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations.
There may be adverse tax and employment law consequences if the independent contractor status of our consultants or the exempt status of our employees is successfully challenged.
We retain consultants from time to time as independent contractors. Although we believe that we have properly classified these individuals as independent contractors, there is nevertheless a risk that the Internal Revenue Service (IRS) or another federal, state, provincial or foreign authority will take a different view. Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are typically fact sensitive and vary from jurisdiction to jurisdiction. Laws and regulations that govern the status and misclassification of independent contractors are subject to change or interpretation by various authorities. If a federal, state or foreign authority or court enacts legislation or adopts regulations that change the manner in which employees and independent contractors are classified or makes any adverse determination with respect to some or all of our independent contractors, we could incur significant costs under such laws and regulations, including for prior periods, in respect of tax withholding, social security taxes or payments, workers’ compensation and unemployment contributions, and recordkeeping, or we maycould be required to modifyretain the services of replacement providers. We may move or transfer our business model,data and our customers’ data to other cloud hosting providers and any of which could materially adversely affect our business, financial condition and results of operations. There is also a risk that weunsuccessful data transfers may be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual or alleged non-compliance with federal, state or foreign tax laws. Further, if it were determined that anyimpair the delivery of our independent contractors should be treated as employees, we could incur additional liabilities under our applicable employee benefit plans.
In addition, we have classified many of our U.S. employees as “exempt” under the FLSA. If it were determined that any of our U.S. employees who we have classified as “exempt” should be classified as “non-exempt” under the FLSA, we may incur costs and liabilities for back wages, unpaid overtime, fines or penalties and be subject to employee litigation.
Fixed-fee engagements with customers may not meet our expectations if we underestimate the cost of these engagements.
We provide certain professional services on a fixed-fee basis. When making proposals for fixed-fee engagements, we estimate the costs and timing for completing the engagements. We provide professional services on both SEC and non-SEC solutions, including our regulated risk and Sarbanes-Oxley compliance solutions. Professional services on non-SEC solutions usually involve a different mix of subscription, support and services than professional services on our SEC solution. The growth in professional services on non-SEC solutions may impact our gross margins in ways that we cannot predict. If we are required to spend more hours than planned to perform these services, our cost of services revenue could exceed the fees charged to our customers on certain engagements and could cause us to recognize a loss on a contract, which would adversely affect our operating results. In addition, if we are
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unable to provide these professional services, we may lose sales or incur customer dissatisfaction, and our business and operating results could be significantly harmed.
Our sales cycle is unpredictable. As more of our sales efforts are targeted at larger enterprise customers, our sales cycle may become more time-consuming and expensive, and we may encounter pricing pressure, which could harm our business and operating results.
The cost and length of our sales cycle varies by customer and is unpredictable. As we target more of our sales efforts at selling additional solutions to larger enterprise customers, we may face greater costs, longer sales cycles and less predictability in completing some of our sales. These types of sales often require us to provide greater levels of education regarding the use and benefits of our service. In addition, larger customers may demand more document setup services, training and other professional services. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting sales and professional services resources to a smaller number of larger transactions.
Our quarterly results reflect seasonality in revenue from professional services, which makes it difficult to predict our future operating results.
We have historically experienced seasonal variations in our revenue from professional services as many of our customers employ our professional services just before they file their Form 10-K in the first calendar quarter. As of December 31, 2017, approximately 78% of our SEC customers report their financials on a calendar year basis. While we expect our professional services revenue to become less seasonal as our non-SEC offerings grow, a significant portion of our revenue may continue to reflect seasonality, which makes it difficult to predict our future operating results. As a result, our operating and financial results could differ materially from our expectations and our business could suffer. 
The success of our cloud-based software largely depends on our ability to provide reliable solutions to our customers. If a customer were to experience a product defect, a disruption in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial liability and our business could suffer.
Because our solutions are complex and we continually release new features, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our subscribers and harm our reputation and our business. Internet-based software frequently contains undetected errors or security flaws when first introduced or when new versions or enhancements are released. We might from time to time find such defects in our solutions, the detection and correction of which could be time consuming and costly. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, could delay or withhold payment to us or may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation. We could also lose future sales. In addition, if the public becomes aware of security breaches of our solutions, our future business prospects could be adversely impacted.
We employ third-party licensed software for use in or with our solutions, and the inability to maintain these licenses or the existence of errors in the software we license could result in increased costs or reduced service levels, which would adversely affect our business.
Our solutions incorporate certain third-party software, including the Google Cloud Platform, that may be licensed to or hosted by or on behalf of Workiva, or may be hosted by a licensor and accessed by
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Workiva on a software-as-a-service basis. We anticipate that we will continue to rely on third-party software and development tools from third parties in the future. There may not be commercially reasonable alternatives to the third-party software we currently use, or it may be difficult or costly to replace. In addition, integration of the software used in our solutions with new third-party software may require significant work and require substantial investment of our time and resources. Also, to the extent that our solutions depend upon the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our solutions, delay new solution introductions, result in a failure of our solutions and injure our reputation. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties. Any inability to maintain or acquire third-party licensed software for use in our solutions could result in increased costs or reduced service levels, which would adversely affect our business.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our solutions and could have a negative impact on our business.solutions.
The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business solutions. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our solutions in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based solutions such as ours.
In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility and quality of service. The performance of the internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our solutions could suffer.
We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to fines and damages and would harm our reputation and business.obligations.
We manage private and confidential information and documentation related to our customers’ finances and transactions, often prior to public dissemination. The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties. In addition, we are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign legislatures and governmental agencies. Data privacy and protection is highly regulated and may become the subject of additional regulation in the future. Privacy laws restrict our storage, use, processing, disclosure, transfer and protection of non-public personal information that may be placed in Wdeskour platform by our customers or collected from visitors while visiting our websites. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to comply with federal, state or international laws, including laws and regulations regulating privacy, payment card information, personal health information, data or consumer protection, could result in proceedings or actions against us by governmental entities or others.
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The regulatory framework for privacy and data protection issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at providers of mobile and online resources in particular. Our obligations with respect to privacy and data protection may become broader or more stringent. If we are required to change our business activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be harmed.
In addition, as we expand our operations internationally, compliance with regulations that differ from country to country may also impose substantial burdens on our business. In particular, the European Union, or E.U., has traditionally taken a broader view as to what is considered personal information and has imposed greater obligations under data privacy regulations. In addition, individual E.U. member countries have had discretion with respect to their interpretation and implementation of the regulations, which has resulted in variation of privacy standards from country to country. Complying with any additional or new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could compromise our ability to effectively pursue our growth strategy. Further, because our customers often use a Wdesk account across multiple jurisdictions, E.U. regulators could determine that we transfer data from the E.U. to the U.S., which could subject us to E.U. laws with respect to data privacy. Those laws and regulations are uncertain and subject to change. For example, in October 2015, the European Court of Justice invalidated the European Commission's 2000 Safe Harbor Decision as a legitimate basis on which we could rely for the transfer of data from the European Union to the United States. The E.U and U.S. recently agreed to an alternative transfer framework for data transferred from the E.U. to the U.S., called the Privacy Shield, but this new framework is subject to an annual review that could result in changes to our obligations and also may be challenged by national regulators or private parties. In addition, the other bases on which we rely to legitimize the transfer of data, such as standard Model Contractual Clauses (MCCs), have been subjected to regulatory or judicial scrutiny. If one or more of the legal bases for transferring data from Europe to the United States is invalidated, or if we are unable to transfer personal data between and among countries and regions in which we operates, it could affect the manner in which we provide our services or adversely affect our financial results.
Proposed or newproposed legislation and regulations could also significantly affect our business. There are currently a number of proposals pending before federal, state, and foreign legislative and regulatory bodies. In addition, the European Commission has approved a data protection regulation, known as the General Data Protection Regulation (GDPR), which has been finalized and is due to come into force in or around May 2018. The GDPR will include operational requirements for companies that receive or process personal data of residents of the European Union that are different than those currently in place in the European Union, and that will include significant penalties for non-compliance. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.
These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with and may delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.
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In addition, as we expand our operations internationally, compliance with regulations that differ from jurisdiction to jurisdiction may also impose substantial burdens on our business. In particular, the European Union has implemented the General Data Protection Regulation (“GDPR”), which came into force in May 2018. The GDPR includes more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies that process personal data of residents of the E.U., and imposes significant penalties for non-compliance. Further, because our customers often use a Workiva account across multiple jurisdictions, E.U. regulators could determine that we transfer data from the E.U. to the U.S., which could subject us to E.U. laws with respect to data privacy. Those laws and regulations are uncertain and subject to change. For example, in July 2020, the Court of Justice of the E.U. issued a decision that invalidated the E.U.-U.S. Privacy Shield framework, a mechanism that companies had previously relied on to transfer personal information from the E.U. to the U.S., on the basis that such transfer mechanism does not comply with the level of protection required under the GDPR. These changes to the legal bases for transferring data from E.U. to the U.S. could affect the manner in which we provide our services or adversely affect our financial results.
In addition to government activity, the technology industry and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us. If the processing of privatepersonal and confidential information were to be curtailed in this manner, our software solutions may be less effective or diminish the user experience, which may reduce demand for our solutions and adversely affect our business. Furthermore, government agencies may seek to access sensitive information that our customers upload to our service providers or restrict customers’ access to our service providers. Laws and
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regulations relating to government access and restrictions are evolving, and compliance with such laws and regulations could limit adoption of our services by customers and create burdens on our business. Moreover, investigations into our compliance with privacy-related obligations could increase our costs and divert management attention.
We are also subject to the privacy and data protection-related obligations in our contracts with our customers and other third parties. We could be adversely affected by changes to these contracts in ways that are inconsistent with our practices or in conflict with the laws and regulations of the United States, foreign or international regulatory authorities. We may also be contractually liable to indemnify and hold harmless our clients from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services. Finally, we are also subject to contractual obligations and other legal restrictions with respect to our collection and use of data, and we may be liable to third parties in the event we are deemed to have wrongfully used or gathered data.
As our customers and prospects prepare to comply with frequently changing privacy legislation, and ultimatelyincluding GDPR, we are subject to our current and prospective customers’ enhanced due diligence prior to contract execution. Furthermore, the uncertainty of how regulators will apply privacy laws in different jurisdictions has caused many companies to adopt very broad and restrictive vendor policies, contract templates and pre-requisites. Many times, these policies are applied without consideration of the underlying intent of the vendor’s service or data that will be shared (e.g., a blanket policy that all vendors, regardless of services, are required to agree to a Data Protection Agreement).requirements. Due to the aforementioned changes to privacy law, our current and prospective customers have begun to require us to adopt standard contractual clauses, data processing agreements, or amendments to existing agreements regarding privacy and/or security compliance prior to conducting new (or any) business with us by virtue of negotiating new clauses and/or agreements.us. In addition, due diligence by current or prospective customers may take the form of onsite audits and questionnaires. Negotiating these clauses and satisfying customers’ concerns around privacy risk can slow down the overall sales cycle due to the coordination of so many subject matter experts. Slower sales cycles may limit our ability to grow and create focus on compliance points as opposed to new sales.
Any failure by us or a third-party contractor providing services to us to comply with applicable privacy and data protection laws, regulations, self-regulatory requirements or industry guidelines, our contractual privacy obligations or our own privacy policies, may result in fines, statutory or contractual damages, litigation or governmental enforcement actions. These proceedings or violations could force us to spend significant amounts in defense or settlement of these proceedings, result in the imposition of monetary liability, distract our management, increase our costs of doing business, and adversely affect our reputation and the demand for our solutions.
Our privacy policies and practices concerning the collection, use and disclosure of user data are available on our websites. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other federal, state or international privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others (e.g., class action privacy litigation), subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and adversely affect our business. Data collection, privacy and security have become the subject of increasing public concern. If users were to reduce their use of our websites, products, and services as a result of these concerns, our business could be harmed.
If we or our service providers fail to keep our customers’ information confidential or otherwise handle their information improperly, our business and reputation could be significantly and adversely affected.
If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant loss of revenue based on the premature release of confidential information. While we have security measures in place to
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protect customerFurthermore, government agencies may seek to access sensitive information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise. Because the techniques usedthat our customers upload to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
In addition, our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) may haveor restrict customers’ access to our customers’ dataservice providers. Laws and regulations relating to government access and restrictions are evolving, and compliance with such laws and regulations could suffer security breaches or data losses that affect our customers’ information.
If an actual or perceived security breach or premature release occurs, our reputation could be damaged and we may lose future sales and customers. We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant numberlimit adoption of our services by customers for whom we have these indemnityand create burdens on our business. Moreover, investigations into our compliance with privacy-related obligations we could be subject to indemnity claims that exceed such coverage.increase our costs and divert management attention.
Any failure to protect our intellectual property rights or defend against accusations of infringement of third-party intellectual property rights could impair our ability to protect our proprietary technology and our brand.
Our success substantially depends upon our proprietary methodologies and other intellectual property rights. Unauthorized use of our intellectual property by third parties may damage our brand and our reputation. As of December 31, 2017,2021, we had 3063 issued patents and 1915 patent applications pending, in the United States, and we expect to seek additional patents in the future. In addition, we rely on a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure and non-competition agreements and other methods to protect our intellectual property. However, unauthorized parties may attempt to copy or obtain and use our technology to develop products with the same functionality as our solutions. We cannot assure you that the steps we take to protect our intellectual property will be adequate to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps to protect our intellectual property. United States federal and state intellectual property laws offer limited protection, and the laws of some countries provide even less protection. Moreover, changes in intellectual property laws, such as changes in the law regarding the patentability of software, could also impact our ability to obtain protection for our solutions. In addition, patents may not be issued with respect to our pending or future patent applications. Those patents that are issued may not be upheld as valid, may be contested or circumvented, or may not prevent the development of competitive solutions.
Patent and other intellectual property disputes are common in our industry. We might be required to spend significant resources and divert the efforts of our technical and management personnel to monitor and protect our intellectual property. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Any failure to secure, protect and enforce our intellectual property rights could seriously adversely affect our brand and adversely impact our business.
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Assertions by third partiesTable of infringement or other violations by us of their intellectual property rights could result in significant costs and harmContents
In addition, our business and operating results.
Patent and other intellectual property disputes are common in our industry. Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As we grow and enter new markets, we will face a
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growing number of competitors. As the number of competitors in our industry grows and the functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.
Some of our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
Some of our solutions include software covered by open source licenses, which may include, by way of example, GNU General Public License and the Apache License. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, reengineerre-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could negatively affect our business.
If we failRisks Related to continue to develop our brand, our business may suffer.Taxes
We believe that continuing to develop and maintain awareness of our brand is critical to achieving widespread acceptance of our solution and is an important element in attracting and retaining customers. Efforts to build our brand may involve significant expense and may not generate customer awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand.
Promotion and enhancement of our name and the brand names of our solutions depends largely on our success in being able to provide high quality, reliable and cost-effective solutions. If customers do not perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will likely be unsuccessful in creating the brand awareness that is critical for broad customerThe adoption of our solutions. That failure could result in a material adverse effect on our business, financial condition and operating results.
Legislative and regulatory changes can influence demand for our solutions andnew tax legislation could adversely affect our business.business and financial condition.
The market forChanges to U.S. tax laws could also impact how U.S. corporations are taxed. Although we cannot predict whether or in what form such changes will be issued or enacted, they could have a material impact on our solutions depends in part on the requirementseffective tax rate, income tax expense, deferred tax assets, results of the SEC, the Federal Reserve System, the Federal Deposit Insurance Corporationoperations, cash flows, and other regulatory bodies. Any legislation or rulemaking substantially affecting the content or method of delivery of documents to be filed with theseprofitability.
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regulatory bodies could have an adverse effect on our business. In addition, evolving market practices in light of regulatory developments could adversely affect the demand for our solutions. Uncertainty caused by political change in the United States and European Union (particularly Brexit) heightens regulatory uncertainty in these areas. For example, the White House and Congressional leadership have publicly announced a goal of repealing or amending parts of the Dodd Frank Act, as well as certain regulations affecting the financial services industry. New legislation, or a significant change in rules, regulations, directives or standards could reduce demand for our products and services, increase expenses as we modify our products and services to comply with new requirements and retain relevancy, impose limitations on our operations, and increase compliance or litigation expense, each of which could have a material adverse effect on our business, financial condition and results of operations.
We may need to raise additional capital, which may not be available to us.
We will require substantial funds to support the implementation of our business plan. Our future liquidity and capital requirements are difficult to predict as they depend upon many factors, including the success of our solutions and competing technological and market developments. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of customer prepayments or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons, and we may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.
Our credit facility contains restrictive covenants that may limit our operating flexibility.
Our credit facility contains certain restrictive covenants that limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquire other companies, pay dividends, incur additional indebtedness and liens, experience changes in management and enter into new businesses. We therefore may not be able to engage in any of the foregoing transactions unless we obtain the consent of the lender or terminate the credit facility, which may limit our operating flexibility. In addition, our credit facility is secured by all of our assets, has first priority over our other debt obligations and requires us to satisfy certain financial covenants, including the maintenance of at least $5.0 million of cash on hand or unused borrowing capacity. There is no guarantee that we will be able to generate sufficient cash flow or sales to meet these financial covenants or pay the principal and interest on any such debt. Furthermore, there is no guarantee that future working capital, borrowings or equity financing will be available to repay or refinance any such debt. Any inability to make scheduled payments or meet the financial covenants on our credit facility would adversely affect our business.
U.S. federal income tax reform could adversely affect our business and financial condition
 On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue Code, including, among other items, reduces the federal corporate tax rate to 21%, imposes significant additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, imposes a one-time tax on unrepatriated earnings from certain foreign subsidiaries, taxes offshore earnings at reduced rates regardless of whether they are repatriated, and modifies or repeals many
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business deductions and credits. We continue to examine the impact the TCJA may have on our business. Notwithstanding the reduction in the corporate income tax rate, we cannot yet conclude that the overall impact of the TCJA to us is positive. The TCJA could adversely affect our business, operating results and financial condition, as well as the value of an investment in our Class A common stock. Investors should consult with their own tax advisors with respect to the TCJA and the potential tax consequences of investing in common shares.
Determining our income tax rate is complex and subject to uncertainty.
The computation of provision for income tax is complex, as it is based on the laws of numerous taxing jurisdictions and requires significant judgment on the application of complicated rules governing accounting for tax provisions under U.S. generally accepted accounting principles. In addition, the application of federal, state, local and international tax laws to services provided electronically is evolving, and new tax requirements could be applied solely or disproportionately to services provided over the internet. Provision for income tax for interim quarters is based on a forecast of our U.S. and non-U.S. effective tax rates for the year, which includes forward-looking financial projections, including the expectations of profit and loss by jurisdiction, and contains numerous assumptions. Various items cannot be accurately forecasted and future events may be treated as discrete to the period in which they occur. Our provision for income tax can be materially impacted, for example, by the geographical mix of our profits and losses, changes in our business, such as internal restructuring and acquisitions, changes in tax laws and accounting guidance and other regulatory, legislative or judicial developments most recently the Tax Cuts and Jobs Act,changes in tax rates, tax audit determinations, changes in our uncertain tax positions, changes in our intent and capacity to permanently reinvest foreign earnings, changes to our transfer pricing practices, tax deductions attributed to equity compensation and changes in our need for a valuation allowance for deferred tax assets. For these reasons, our actual income taxes may be materially different than our provision for income tax.
Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business.
The application of federal, state, local and international tax laws to services provided electronically is evolving. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results.
In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us (possibly with retroactive effect), which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties and interest for past amounts. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs, thereby adversely impacting our operating results.
We operate and offer our services in many jurisdictions and, therefore, may be subject to federal, state, local and foreign taxes that could harm our business.
As an organization that operates in many jurisdictions in the United States and around the world, we may be subject to taxation in several jurisdictions with increasingly complex tax laws, the application of which can be uncertain. The authorities in these jurisdictions in which we operate or otherwise conduct business, including state and local taxing authorities in the United States, could successfully assert that we are obligated to pay additional taxes, interest and penalties. In addition, the amount of taxes we pay could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. The authorities could also claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties, tax holidays or government grants that we intend to utilize are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations. In
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addition, we may lose sales or incur significant costs should variousThe tax jurisdictions impose taxes on either a broader range of services or services that we have performedauthorities in the past. We may be subject to audits of the taxing authorities in any such jurisdictions that would require us to incur costs in responding to such audits. Imposition of such taxes onUnited States and other countries where we do business regularly examine our servicesincome and other tax returns, and these examinations could result in substantially unplanned costs, would effectively increase the costassessment of such services to our customers and could adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed.
We operate service sales centers in multiple locations. Some of the jurisdictions in which we operate may give us the benefit of either relatively low tax rates, tax holidays or government grants, in each case that are dependent on how we operate or how many jobs we create and employees we retain. We plan on utilizing such tax incentives in the future as opportunities are made available to us. Any failure on our part to operate in conformity with applicable requirements to remain qualified for any such tax incentives or grants may result in an increase in ourmaterial additional taxes. In addition, jurisdictions may choose to increase rates at any time due to economic or other factors. Any such rate increase could harm our results of operations.
In addition, changes to U.S. tax laws recently enacted, referred to as the Tax Cuts and Jobs Act, will impact the tax treatment of our foreign earnings. Due to expansion of our international business activities, any changes in the U.S. taxation of such activities could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.
We may have additional tax liabilities, which could harm our business, results of operations or financial position.
Significant judgments and estimates are required in determining the provision for income taxes and other tax liabilities. Our tax expense also may be impacted if our intercompany transactions, which are required to be computed on an arm’s-length basis, are challenged and successfully disputed by the tax authorities. Also,For these reasons, our tax expenseactual income taxes may be materially different from our provision for income tax.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
In general, under Section 382 of the Code, a corporation that undergoes an ownership change within the meaning of Section 382 of the Code and the underlying regulations is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”), to offset future taxable income. If our existing NOLs are subject to limitations arising from previous ownership changes, our ability to utilize NOLs could be impacted depending onlimited by Section 382 of the applicabilityCode. Future changes in our stock ownership, some of withholding taxes and indirect tax on software licenses and related intercompany transactions in certain jurisdictions. In determining the adequacywhich are outside of income taxes, we assess the likelihood of adverse outcomes thatour control, could result ifin an ownership change under Section 382 of the Code. Furthermore, our tax positions were challenged byability to utilize the IRS and other tax authorities. The tax authorities in the United States and other countries where we do business regularly examine our income and other tax returns. The ultimate outcomeNOLs of these examinations cannot be predicted with certainty. Should the IRS or other tax authorities assess additional taxes as a result of examinations, we may be required to record charges to operationscompanies that could have a material impact on our results of operations, or financial position.
Sales to customers outside the United States expose us to risks inherent in international sales.
A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. To date, we have not realized a significant portion of our revenue from customers headquartered outside the United States. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that are different from those in the United States. Because of our limited experience with international operations, our international expansion effortsacquired or may not be successful in creating demand for our solutions outside of the United States or in effectively selling subscriptions to our solutions in all of the international markets we enter. In addition, we will face risks in doing business internationally that could adversely affect our business, including:
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Currently, some of our international contracts are denominated in local currencies; however, the majority of our local costs are denominated in local currencies. We anticipate that over time, an increasing portion of our international contracts may be denominated in local currencies. Therefore, fluctuations in the value of the United States dollar and foreign currencies may impact our operating results when translated into United States dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.
We may in the future seekmay be subject to acquirelimitations. There is also a risk that under prior regulations or invest in businesses, applications or technologies that we believedue to other unforeseen reasons, our prior year NOLs could complement or expand our solutions, enhance our technical capabilitiesexpire or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause usbe unavailable to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.
In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses,offset future income tax liabilities. For these reasons, we may not be able to integrate the acquired personnel, operations and technologies successfully or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefitsrealize a tax benefit from the acquired business due to a number of factors, including:
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In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position could suffer.
We are subject to general litigation that may materially adversely affect us.
From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger. While our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us,NOLs, whether meritorious or not could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States, including those related to revenue recognition.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.
In May 2014, the FASB issued guidance codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers (ASU 2014-09), which amends the guidance in former ASC 605, Revenue Recognition. We adopted this new standard on the effective date of January 1, 2018, utilizing the modified retrospective method. We are in the process of finalizing the impact the adoption of this standard will have on our financial statements and have implemented changes to our accounting processes, internal controls and disclosures to support the new standard. See Note 1 to our accompanying consolidated financial statements for information about ASU 2014-09.

attain profitability.
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Any difficulties in implementing ASC 606 could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline, harm investors’ confidence in us, and adversely affect our stock price.
We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.
We cannot specify with any certainty the particular uses of the net proceeds that we have received from our initial public offering. We have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. A failure by our management to apply these funds effectively could adversely affect our business and financial condition. The net proceeds may be invested with a view towards long-term benefits for our stockholders, and this may not increase our operating results or market value.  Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.
Risks Related to Ownership of Our Class A Common StockSecurities
Our stock price has been and will likely continue to be volatile or may decline regardless of our operating performance, resulting in substantial losses for our investors.performance.
The trading price for shares of our Class A common stock has been, and is likely to continue to be, volatile for the foreseeable future. The market price of our Class A common stock may fluctuate in response to many risk factors listed in this section, and others beyond our control, including:

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control.
Furthermore, the stock markets recently have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.
If there are substantial sales of shares of our Class A common stock or some or all of our convertible senior notes are converted and sold, the price of our Class A common stock could decline.
The price of our Class A common stock could decline if thereour convertible senior notes are substantial salesconverted. In addition, upon conversion of our Class A common stock, particularly sales by our directors, executive officers and significant stockholders,the convertible senior notes, we have the option to pay or if there is a large number ofdeliver, as the case may be, cash, shares of our Class A common stock, available for sale. Allor a combination of thecash and shares of our Class A common stock, sold in our initial public offering are freely tradeable without restrictions or further registration underand anticipated conversion of the Securities Act of 1933, as amended (Securities Act), except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. Shares held by directors, executive officers and other affiliates are subject to volume limitations under Rule 144 under the Securities Act. In addition, theconvertible senior notes into shares of our Class A common stock subject to outstanding options undercould depress the price of our equity incentive plans andClass A common stock. Further, the shares reserved for future issuance under our equity incentive plans are eligible for sale toexistence of the public, subject to certain legal and contractual limitations. convertible senior notes may encourage short selling by market participants that engage in hedging or arbitrage activity.
The market price of the shares of our Class A common stock could decline as a result of the sale of a substantial number of our shares of common stock in the public market, including by us, our directors, executive officers and significant shareholders, or by the perceptionconversion of our convertible senior notes into shares of our Class A common stock and the subsequent sale of such shares in the market that thepublic market. New investors in subsequent transactions could gain rights, preferences and privileges senior to those of holders of a large number of shares intend to sell their shares.our Class A common stock.
The dual class structure of our common stock has the effect of concentratingconcentrates voting control with certain of our executives and their affiliates.executives.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of December 31, 2017,2021, the holders of shares of our Class B common stock collectively beneficially owned shares representingby certain of our current and former executive officers collectively represented approximately 76%47% of the voting power of our outstanding capital stock. Our executive officers collectively beneficially owned shares representing a substantial majorityThis significant concentration of the voting power of our outstanding capital stock as of that date. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. This concentrated control willmay limit the ability of Class A common stockholders to influence corporate matters for the foreseeable future and may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders. The holders of Class B common stock may also have interests that differ from those of
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Class A common stock holders and may vote in a way that may be adverse to the interests of holders of Class A common stock.
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers to family members and transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, certain holders
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of Class B common stock retain a significant portion of their holdings of Class B common stock for an extended period of time, and a significant portion of the Class B common stock initially held by other executives is converted to Class A common stock, the remaining holders of Class B common stock could, as a result, acquire control of a majority of the combined voting power. As directors and executive officers, the initial beneficial owners of Class B common stock owe a fiduciary duty to our stockholders and must act in good faith in a manner they reasonably believe to be in the best interests of our stockholders. As stockholders, even if one of them becomes a controlling stockholder, each beneficial owner of Class B common stock is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.
Anti-takeover provisions in our charter documents, our convertible senior notes and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and may negatively affect the market price of our Class A common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our certificate of incorporation and bylaws include provisions that:
TheseIn addition, certain provisions in the indenture governing our convertible senior notes may frustrate or prevent any attempts by our stockholders to replace or remove our current management by makingmake it more difficult or expensive for stockholdersa third party to replace members of our board of directors, which is responsible for appointing the members of our management.acquire us. In addition, we are a Delaware corporation and governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder, in particular those owning 15% or more of our outstanding voting stock, for a period of three years following the date on which the stockholder became an “interested” stockholder.

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Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.
Our certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of Class A common stock. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock.
We will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time consuming and costly. Many of these costs recur annually. We have incurred, and will continue to incur, significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business could be adversely affected.
As a result of disclosure of information as a public company, our business and financial condition have become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These factors could also make it more difficult for us to attract and retain qualified employees, executive officers and members of our board of directors.
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Operating as a public company makes it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.
A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our Class A common stock.
In order to meet our reporting obligations as a public company, we must maintain effective financial and management systems and internal controls. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. If we have a material weakness or deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our failure to maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, any of which in turn could cause the market value of our Class A common stock to decline and adversely affect our ability to raise capital.
We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we are taking advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to be an “emerging growth company” upon the earliest of (i) December 31, 2019, (ii) the last day of the first fiscal year in which our annual gross revenue is $1 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in nonconvertible debt securities or (iv) the date on which we qualify as a “large accelerated filer” with at least $700 million of equity securities held by non-affiliates. We cannot determine whether investors find our Class A common stock less attractive or our company less comparable to certain other public companies because we rely on these exemptions.
We do not intend to pay dividends for the foreseeable future.
We may not declare or pay cash dividends on our capital stock in the near future. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to realize any future gains on their investment.

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If securities or industry analysts do not regularly publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, or if our actual results differ significantly from our guidance, our stock price and trading volume could decline.Risks Related to Our Indebtedness
The trading marketconditional conversion feature of our convertible senior notes may adversely affect our financial condition and operating results.
We completed an offering of convertible senior notes in August 2019. The convertible senior notes became conditionally convertible for the fourth quarter of 2021 and the first quarter of 2022 because our Class A common stock will depend in partCommon Stock traded at a price equal to or greater than 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the researchlast trading day of the immediately preceding calendar quarter. As a result of this trigger being met, and reports that securities or industry analysts publish about us orin the event the conditional conversion feature of our business. If few securities analysts maintain coverageconvertible senior notes is triggered again in future periods, holders of us, or if industry analysts cease coverage of us,such notes will be entitled to convert the trading price for our Class A common stock would be negatively affected.convertible senior notes at any time during specified periods at their option. If one or more of the analysts who cover us downgradeholders elect to convert their convertible senior notes, unless we elect to satisfy our Class A common stock or publish inaccurate or unfavorable research about our business, the priceconversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would likely decline. If one or more of these analysts cease coverage of us or failbe required to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.
In addition, from time to time, we may release earnings guidance or other forward-looking statements in our earnings releases, earnings conference calls or otherwise regarding our future performance that represent our management’s estimates as of the date of release. Somesettle a portion or all of our conversion obligation through the assumptionspayment of any future guidance thatcash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their convertible senior notes, we furnish may not materializecould be required under applicable accounting rules to reclassify all or may vary significantly from actual future results. Any failure to meet guidance or analysts’ expectations could havea portion of the outstanding principal of the convertible senior notes as a current rather than long-term liability, which would result in a material adverse effectreduction of our net working capital.
Servicing our debt requires a significant amount of cash.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our current and future indebtedness, including our convertible senior notes, depends on our future performance. In addition, holders of the trading price or trading volumeconvertible senior notes will have the right to require us to repurchase their convertible senior notes for cash upon the occurrence of certain fundamental changes. Upon conversion of the convertible senior notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the notes being converted. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and may result in shareholder litigation.make necessary capital expenditures.

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Item 1B. Unresolved Staff Comments
None.

Item 2. Properties
Our corporate headquarters is located in Ames, Iowa, where we lease approximately 120,000 square feet of office space. We also lease office facilities in elevennine U.S. cities located in Arizona, Colorado, Florida, Georgia,the District of Columbia, Illinois, Montana, New York, Pennsylvania, and South Carolina, and Texas.Carolina. Internationally, we lease offices in Ontario and Saskatchewan, Canada, the Netherlands, and the United Kingdom.Kingdom, Germany, France, Hong Kong, Australia, and Singapore. We believe that our properties are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believe that it would be readily available on commercially reasonable terms.

Item 3. Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, operating results or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 4. Mine Safety Disclosure
Not applicable.

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Part II.

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our Class A common stock is listed on the NYSE under the symbol “WK”. The following table sets forth the range of high and low per share sales prices for our common stock as reported on the NYSE for the periods indicated.
Prices 
High Low 
Year ending December 31, 2017 
Fourth quarter $23.70 $20.60 
Third quarter $21.05 $18.35 
Second quarter $20.15 $15.40 
First quarter $16.20 $12.15 
Year ending December 31, 2016 
Fourth quarter $18.11 $12.65 
Third quarter $19.04 $13.19 
Second quarter $14.05 $11.14 
First quarter $17.48 $10.92 
Our Class B common stock is not listed or traded on any stock exchange.
Stockholders
As of December 31, 2017,2021, there were approximately 17576 stockholders of record of our Class A common stock, as well as 1310 stockholders of record of our Class B common stock.
Dividends
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends on our capital stock. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers relevant. In addition, our credit facility with Silicon Valley Bank restricts our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a summary of the material terms of our credit facility.
Stock Performance Graph
The following shall not be deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.Act.
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s 500 Index and the Nasdaq Computer Index. The chart assumes $100 was invested at the close of market on December 12, 2014,31, 2016, in the Class A common stock of Workiva Inc., the S&P 500 Index and the Nasdaq Computer Index, and assumes the reinvestment of any dividends.
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The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock.
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wk-20211231_g1.jpg

Use of Proceeds from Public Offerings of Common Stock
On December 17, 2014, we closed our initial public offering of 7,200,000 shares of Class A common stock at a price to the public of $14.00 per share. The offer and sale of all of the shares in the initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-199459), which was declared effective by the SEC on December 11, 2014.
There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on December 12, 2014. Pending the uses described in our prospectus, we have invested the net proceeds in money market funds and marketable securities. We have also repaid a $2.0 million forgivable loan with proceeds from our initial public offering, allowing us to cancel letters of credit in the amount that served as security for the forgivable loan.

Company/Index12/31/201612/31/201712/31/201812/31/201912/31/202012/31/2021
Workiva Inc. (WK)$100.00 $156.78 $262.93 $308.06 $671.21 $955.97 
S&P 500 Index (SPX)100.00 121.98 116.63 153.32 181.52 233.56 
NASDAQ Computer Index (IXK)100.00 140.36 136.66 207.66 314.30 435.70 
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Issuer Purchases of Equity Securities
The following table provides information about purchases of shares of our Class A common stockCommon Stock during the three months ended December 31, 20172021 related to shares withheld upon vesting of restricted stock awardsunits for tax withholding obligations:
Date 
Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program 
October 2017— — — — 
November 20178,445 $22.35 — — 
December 2017— — — — 
Total 8,445 $22.35 — — 
Date
Total Number of Shares Purchased (1)
Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program
October 202124,286 $142.35 — — 
November 2021— — — — 
December 2021— — — — 
Total24,286 $142.35 — — 
(1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.


Item 6.    [Reserved]
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Item 6. Selected Consolidated Financial Data
The following selected consolidated financial data for the years ended December 31, 2017, 2016 and 2015 and the selected consolidated balance sheet data as of December 31, 2017 and 2016 are derived from our audited consolidated financial statements included elsewhere in this Form 10-K. The following selected consolidated financial data for the years ended December 31, 2014 and 2013, and the selected consolidated balance sheet data as of December 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements not included in this Form 10-K. Our historical results are not necessarily indicative of the results to be expected in the future.
Consolidated Statement of Operations Data
Year ended December 31, 
2017 2016 2015 2014 2013 
(in thousands, except share and per share information) 
Revenue 
Subscription and support $169,283 $143,120 $116,288 $91,317 $65,164 
Professional services 38,586 35,526 28,984 21,377 19,987 
Total revenue 207,869 178,646 145,272 112,694 85,151 
Cost of revenue 
Subscription and support(1)
32,646 27,895 22,559 21,182 15,129 
Professional services(1)
27,599 23,730 17,645 12,696 9,520 
Total cost of revenue 60,245 51,625 40,204 33,878 24,649 
Gross profit 147,624 127,021 105,068 78,816 60,502 
Operating expenses 
Research and development(1)
68,172 57,438 50,466 44,145 34,116 
Sales and marketing(1)
84,161 80,466 69,569 53,498 41,067 
General and administrative(1)
39,594 32,695 28,716 19,783 14,601 
Total operating expenses 191,927 170,599 148,751 117,426 89,784 
Loss from operations (44,303)(43,578)(43,683)(38,610)(29,282)
Interest expense (1,845)(1,875)(2,025)(2,044)(366)
Other income and (expense), net(2)
1,783 1,500 2,302 (468)104 
Loss before provision for income taxes (44,365)(43,953)(43,406)(41,122)(29,544)
Provision (benefit) for income taxes 61 24 (7)32 — 
Net loss $(44,426)$(43,977)$(43,399)$(41,154)$(29,544)
Net loss per common share: 
Basic and diluted $(1.07)$(1.08)$(1.09)$(1.28)$(0.94)
Weighted-average common shares outstanding - basic and diluted 41,618,838 40,671,133 39,852,624 32,156,060 31,376,603 

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(1) Stock-based compensation expense included in these line items is as follows:
Year ended December 31, 
2017 2016 2015 2014 2013 
(in thousands) 
Cost of revenue 
Subscription and support $738 $493 $363 $502 $200 
Professional services 465 411 349 337 171 
Operating expenses 
Research and development 2,224 2,365 1,924 1,757 762 
Sales and marketing 2,983 2,075 1,727 1,241 799 
General and administrative 13,066 8,903 6,637 3,548 1,438 
Total stock-based compensation expense $19,476 $14,247 $11,000 $7,385 $3,370 
(2) During December 2015, we resolved all contingencies associated with a government grant agreement resulting in higher government grant income recorded to “Other income and (expense), net” for the year ended December 31, 2015. See Note 5, Commitments and Contingencies, to the Consolidated Financial Statements.
Consolidated Balance Sheet Data
December 31, 
2017 2016 2015 2014 2013 
(in thousands) 
Cash and cash equivalents $60,333 $51,281 $58,750 $101,131 $15,515 
Working capital, excluding deferred revenue and deferred government grant obligation 90,852 75,193 70,520 94,740 19,926 
Total assets 157,715 143,143 143,895 164,551 73,944 
Deferred revenue, current and long term 127,393 97,501 63,338 56,276 36,385 
Total current liabilities 129,341 99,887 84,084 66,730 43,425 
Total non-current liabilities 45,308 46,381 34,092 42,002 37,306 
Total stockholders’ (deficit) equity (16,934)(3,125)25,719 55,819 — 
Total members’ (deficit) — — — — (6,787)

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed in “Section 1A. Risk Factors” included elsewhere in this Annual Report.
Overview
Workiva provides Wdesk, an intuitive cloud platform that modernizes how customerssimplifies complex work with business data atfor thousands of organizations. Wdeskorganizations worldwide. We are a leading provider of cloud-based compliance and regulatory reporting solutions that are designed to solve business challenges at the intersection of data, process and people.
Workiva changes the way enterprises manage and report business data. Our open, intelligent and intuitive platform is builtbased on asingle instance, multi-tenant software applications deployed in the cloud. Our platform connects data, management engine, offeringdocuments and teams, which results in improved efficiency, greater transparency and reduced risk of errors. We offer customers controlled collaboration, data connections,linking, data integrations, granular permissions, process management and a full audit trail. Wdesk helps mitigate risk,trail on our proprietary platform.
Customers use our platform to create, review and publish data-linked documents and reports with greater control, consistency, accuracy and productivity. Customers collaborate in the same document simultaneously, which improves productivityefficiency and gives users confidenceversion control. Our platform is flexible and scalable, so customers can easily adapt it to define, automate and change their business processes in their data-driven decisions. As of December 31, 2017, we provided our solutions to more than 3,000 enterprise customers, including more than 70% of Fortune 500 companies.(1)real time.
Our scalable, enterprise-gradeplatform lets our customers connect data engine enables users to collect, aggregatefrom Enterprise Resource Planning (“ERP”), Governance Risk and manage their unstructuredCompliance (“GRC”), Human Capital Management (“HCM”) and structured data in Wdesk. AlthoughCustomer Relationship Management (“CRM”) systems, as well as other third-party cloud and on-premise applications.
While our Wdeskcustomers use our platform is used for hundredsdozens of different use cases, across public and private companies, state and local governments and universities, we are currently focusing our sales and marketing resources to expand the use of Wdesk inare organized into four areas: financesolution groups: Regulatory Reporting, Non-Regulatory Reporting, Financial Services and accounting, audit and internal controls, risk and compliance and performance and management reporting.Integrated Risk.
We operate our business on a software-as-a-service (SaaS)Software-as-a-Service (“SaaS”) model. Customers enter into quarterly, annual and multi-year subscription contracts to gain access to Wdesk.our platform. Our subscription fee includes the use of our software and technical support. Our subscription pricing is based primarily on a solution-based licensing model. Under this model, operating metrics related to a customer’s expected use of each solution determine the number of corporate entities, number of users, level of customer support and length of contract. Our pricing model is scaled to the number of users, so the subscription price per user typically decreases as the number of users increases.price. We charge customers additional fees primarily for document setup and XBRL tagging services.
We generate sales primarily through our direct sales force and, to a lesser extent, our customer success and professional services teams. In addition, we augment our direct-salesdirect sales channel with partnerships. Our advisory and service partners offer a wider range of domain and functional expertise that broadens the capabilities of Wdesk,our platform, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to Wdesk, which becomes a central repository of trusted data, with powerful linking, auditability and control features.
Our integrated platform, subscription-based model and exceptional customer support have contributed to a low rate of customer turnover while achieving strong revenue growth. Our subscription and support revenue retention rate was 96.0% (excluding add-on seats) for the twelve months ended December 31, 2017.our platform.
We continue to invest in the development of our solutions, infrastructure and sales and marketing to drive long-term growth. Our full-time employee headcount expanded to 1,3182,106 at December 31, 20172021 from 1,1721,718 at December 31, 2016,2020, an increase of 12.5%22.6%.
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We have achieved significant revenue growth in recent periods. Our revenue grew to $207.9$443.3 million in 20172021 from $178.6$351.6 million in 2016,2020, an increase of 16.4%26.1%. We incurred net losses of $44.4$37.7 million and $44.0$48.4 million in 20172021 and 2016,2020, respectively.
Recent Business Developments
(1) Claim not confirmed by FORTUNE or Time Inc. FORTUNE 500 isOn December 29, 2021, we acquired all of the equity interest in Mark V Systems Limited, a registered trademarkCalifornia corporation (“Mark V Systems”) and owner of Time Inc. andArelle, the leading open-source XBRL validation engine. As the global standard, Arelle is used under license. FORTUNEby a community of over 50 global regulators, banks and Time Inc. are not affiliatedtechnology companies that depend on it for data quality and comparison. Workiva is committed to working with the XBRL community to keep Arelle open-sourced and do not endorse products or services of, Workiva Inc.
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We adoptedcollaborating for the guidance codified in ASC 606, Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09) effective January 1, 2018. We expect the applicationadvancement of this guidance will result in timing and presentation changes affecting our consolidated balance sheet and statement of operations, including acceleration of our professional services revenue for certain contracts; longer deferralimportant validation engine.
On December 10, 2021, we acquired all of the incremental costsmembership interests in AuditNet, LLC (“AuditNet”), a global audit content and services provider, which strengthens Workiva’s risk and assurance offerings.
On July 30, 2021, we acquired all of obtainingthe equity interest in OneCloud, Inc., an integration platform as a contract;service iPaaS company, in order to extend our integration and increases in accounts receivable, deferred revenue and accrued expenses and other current liabilities. We will record a one-time adjustmentdata preparation capabilities. See Note 12 to the opening balance of our accumulated deficit as of January 1, 2018 to adjust for these items. We do not expect the adoption of this standard to impact our total cash flows from operations. Refer to Note 1 of the notes to thecondensed consolidated financial statements for additional detailsmore information on our acquisitions.
Impact of COVID-19
Although the COVD-19 pandemic persists, we do not believe that it has adversely affected our evaluation of ASU 2014-09.
On December 22, 2017, the U.S. federal government enacted legislation commonly referredbusiness. We have been able to as the “Tax Cutsmaintain business continuity and Jobs Act” (the “TCJA”). The TCJA makes widespreadhave experienced no pandemic-related employee furloughs or layoffs. We have remote-work options available for most employees, while permitting in-person collaboration at our various offices for employees who are vaccinated. We continue to monitor and update our practices in response to changes to the Internal Revenue Code, including, among other items, the reduction in the federal corporate statutory tax rate from 35%COVID-19 workplace safety and health standards established by the Occupational Safety and Health Administration (“OSHA”) and guidance provided by the Centers for Disease Control and Prevention (“CDC”).
Should COVID-19 variants continue to 21%develop and spread, there is the possibility of future disruption to Workiva’s operations. The impact of any disruption is dependent upon a number of factors including the duration and severity of any COVID-19 resurgence, its impact on the overall economy and specific industry sectors, vaccination rates and the introductionlonger-term efficacy of a new international “Global Intangible Low-Taxed Income” (“GILTI”) regime, both effective January 1, 2018. Please refervaccinations. We will continue to Notes 1evaluate and 11 of the notes to consolidated financial statements for additional details of the impact of the TCJA.refine our return-to-work and related policies in accordance with OSHA and CDC guidance.
Key Factors Affecting Our Performance
Generate Growth From Existing Customers. WdeskThe Workiva platform can exhibit a powerful network effect within an enterprise, meaning that the usefulness of our platform attracts additional users andusers. Since solution-based licensing offers our customers an unlimited number of seats for each solution purchased, we expect customers to add more data.seats over time. As more employees in an enterprise use Wdesk,our platform, additional opportunities for collaboration and automation drive demand among their colleagues for add-on seats. Expansion within current customers includes adding users for both existing solutions and new use cases.additional solutions.
Pursue New Customers.Customers Our first software solution enabled customers. We sell to streamline and automate their SEC regulatory filing process. In 2013, we began expanding into additional marketsorganizations that were faced with managingmanage large, complex processes with many contributors and disparate sets of business data. We now sellmarket our platform to new customersprofessionals in the areas ofof: finance and accounting, risk and compliance, audit and internal controlsregulatory reporting, management and performance reporting, integrated risk management, and managementglobal statutory reporting. We intend to continue to build our sales and marketing organization and leverage our brand equity to attract new customers.
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Offer More Solutions.We intend to introduce new solutions to continue to meet growing demand for our Wdesk platform. Our close and trusted relationships with our customers are a source for new use cases, features and solutions. We have a disciplined process for tracking, developing and releasing new solutions that are designed to have immediate, broad applicability; a strong value propositionproposition; and a high return on investment for both Workiva and our customers. Our advance planning team assesses customer needs, conducts industry-based research and defines new markets. This vetting process involves our sales, product marketing, customer success, professional services, research and development, finance and senior management teams.
Expand Across Enterprises.Our success in delivering multiple solutions has created demand from customers for a broader-based, enterprise-wide WdeskWorkiva platform. In response, we have been improving our technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities. We believe this expansion will add seats and revenue and continue to support our high revenue retention rates. However, we expect that enterprise-wide deals will be larger and more complex, which tend to lengthen the sales cycle.
Add Partners. In 2017, we continuedWe continue to add moreexpand and deepen our relationships with global and regional partners, including consulting firms, system integrators, large and mid-sized independent software vendors, and implementation partners. Our consultingadvisory and accountingservice partners offer a broaderwider range of servicesdomain and functional expertise that leveragebroadens our platform’s capabilities and promotes Workiva as part of the capabilities of Wdesk.digital transformation projects they drive for their customers. Our technology partners enable powerful data connections and process integrations to further streamlinehelp customers connect critical business functions as we capitalize on growing Wdesk demand for broader-based, enterprise-wide opportunities.transactional systems directly to our platform, with powerful linking, auditability and control features. We believe that our partner ecosystem extends our global reach, accelerates the usage and adoption of our platform, and enables more efficient delivery of professional services.
Investment in growth.growth. We plan to continue to invest in the development of our Wdesk platform, fit-for-purpose solutions and application marketplace to enhance our current offerings and build new features. In addition, we expect to continue to invest in our
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sales, marketing, professional services and customer success organizations to drive additional revenue and support the needs of our growing customer base. Investmentsbase and to take advantage of opportunities that we makehave identified in our salesEMEA and marketing and research and development organizations will occur in advance of experiencing any benefits from such investments. As a result, we expect our total operating expenses to increase.APAC.
Seasonality. Our revenue from professional services has some degree of seasonality. Many of our customers employ our professional services just before they file their Form 10-K, often in the first calendar quarter. As of December 31, 2017, approximately 78%2021, the majority of our SEC customers reportreported their financials on a calendar-year basis. As our non-SEC offerings continue to grow, we expect our professional services revenue to continue to become less seasonal. Our sales and marketing expense also has some degree of seasonality. Sales and marketing expense is generally higher in the third quarter since we hold our annual user conference in September. Our transition to a virtual event in September 2020 and September 2021 has mostly mitigated this trend, although we currently intend to sponsor a hybrid virtual and in-person event in 2022. In addition, the timing of the payments of cash bonuses to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow.

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Key Performance Indicators
Year ended December 31, Year ended December 31,
2017 2016 2015 202120202019
(dollars in thousands) (dollars in thousands)
Financial metrics Financial metrics Financial metrics
Total revenue Total revenue $207,869 $178,646 $145,272 Total revenue$443,285 $351,594 $297,891 
Year-over-year percentage increase in total revenue Year-over-year percentage increase in total revenue 16.4 %23.0 %28.9 %Year-over-year percentage increase in total revenue26.1% 18.0% 21.9% 
Subscription and support revenue Subscription and support revenue $169,283 $143,120 $116,288 Subscription and support revenue$379,340 $295,877 $245,765 
Year-over-year percentage increase in subscription and support revenue Year-over-year percentage increase in subscription and support revenue 18.3 %23.1 %27.3 %Year-over-year percentage increase in subscription and support revenue28.2% 20.4% 22.6% 
Subscription and support as a percent of total revenue Subscription and support as a percent of total revenue 81.4 %80.1 %80.0 %Subscription and support as a percent of total revenue85.6% 84.2% 82.5% 
As of December 31, As of December 31,
2017 2016 2015 202120202019
Operating metrics Operating metrics Operating metrics
Number of customers Number of customers 3,063 2,772 2,524 Number of customers4,315 3,723 3,510 
Subscription and support revenue retention rate Subscription and support revenue retention rate 96.0 %95.4 %95.8 %Subscription and support revenue retention rate97.0% 95.0% 94.7% 
Subscription and support revenue retention rate including add-ons Subscription and support revenue retention rate including add-ons 107.6 %107.4 %112.5 %Subscription and support revenue retention rate including add-ons110.0% 109.5% 113.0% 
Number of customers with annual contract value $100k+Number of customers with annual contract value $100k+1,121 847 652 
Number of customers with annual contract value $150k+Number of customers with annual contract value $150k+578 419 285 
Number of customers with annual contract value $300k+Number of customers with annual contract value $300k+183 119 71 
Total customers.customers. We believe total number of customers is a key indicator of our financial success and future revenue potential. We define a customer as an entity with an active subscription contract as of the measurement date. Our customer is typically a parent company or, in a few cases, a significant subsidiary that works with us directly. Companies with publicly listedpublicly-listed securities account for a substantial majority of our customers.
Subscription and support revenue retention rate.rate. We calculate our subscription and support revenue retention rate based on all customers that were active at the end of the same calendar quarter of the prior year (“base customers”). We begin by annualizing the subscription and support revenue recorded in the first monthsame calendar quarter of the measurement periodprior year for only those base customers in place throughoutwho are still active at the entire measurement period, thereby excluding any attrition.end of the current quarter. We divide the result by the annualized subscription and support revenue in the first monthsame quarter of the measurement periodprior year for all customers in place at the beginning of the measurement period. The measurement period is based on the trailing twelve months.base customers.
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Our subscription and support revenue retention rate was 96.0% at the December 2017 measurement date, up from 95.4%97.0% as of December 2016.31, 2021, up from 95.0% as of December 31, 2020. We believe that our success in maintaining a high rate of revenue retention is attributable primarily to our robust technology platform and strong customer service. Customers being acquiredwhose securities were deregistered due to merger or otherwise ceasing to file SEC reports have been the largest contributing factor toacquisition, or financial distress accounted for just over half of our revenue attrition.attrition in the latest quarter.
Subscription and support revenue retention rate including add-ons.add-ons. Add-on revenue includes the change in both seats purchasedsolutions and seat pricing for existing customers. We calculate our subscription and support revenue retention rate including add-ons by annualizing the subscription and support revenue recorded in the last monthcurrent quarter for our base customers that were active at the end of the measurement period for only those customers in place throughout the entire measurement period.current quarter. We divide the result by the annualized subscription and support revenue in the first monthsame quarter of the measurement periodprior year for all customers in place at the beginningbase customers.
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Our subscription and support revenue retention rate including add-ons was 107.6% at110.0% as of the year ended December 2017 measurement date,31, 2021, up slightly from 107.4%109.5% as of December 2016.31, 2020. It is possible that as customers that purchased higher priced capital markets solutions throughout 2021 transition to more moderately priced ongoing solutions in 2022, there could be downward pressure on this key performance indicator.
Annual contract value. Our annual contract value (“ACV”) for each customer is calculated by annualizing the subscription and support revenue recognized during each quarter. We believe the increase in the number of larger contracts shows our progress in expanding our customers’ adoption of our platform.
Components of Results of Operations
Revenue
We generate revenue through the sale of subscriptions to our cloud-based software and the delivery of professional services. We serve a wide range of customers in many industries, and our revenue is not concentrated with any single customer or small group of customers. For each of the years ended December 31, 2017, 20162021, 2020 and 2015,2019, no single customer represented more than 1% of our revenue, and our largest ten10 customers accounted for less than 5% of our revenue in the aggregate.
We generate sales directly through our sales force and partners. We also identify some sales opportunities with existing customers through our customer success and professional services teams.
Our customer contracts typically range in length from threetwelve to 36 months. We typically invoice our customers for subscription fees annually in advance. For contracts with a two or three year term, customers sometimes elect to pay the entire multi-year subscription term in advance. Our arrangements do not contain general rights of return. We typically invoice our customers for subscription fees in advance on a quarterly, annual, two-year or three-year basis, with payment due at the start of the subscription term. We plan to convert a substantial majority of our remaining quarterly contracts to annual terms over the next twelve months. In addition, we continue to offer limited incentives for customers to enter into contract terms of more than one year, typically for terms of two or three years. Unpaid invoice amounts for services starting in future periods are excluded from accounts receivable and deferred revenue. Invoiced amounts are reflected as accounts receivable once we have initiated services with an offset to deferred revenue or revenue depending on whether the revenue recognition criteria have been met. At December 31, 2017, deferred revenue was $127.4 million. Estimated future recognition from deferred revenue at December 31, 2017 was $104.7 million in 2018, $18.3 million in 2019, and $4.4 million in 2020. 
Subscription and Support Revenue. We recognize the aggregate minimum subscription and support fees ratablyrevenue on a straight-lineratable basis over the subscriptioncontract term providedbeginning on the date that an enforceable contract has been signed by both parties, access to our SaaS solutions has been grantedservice is made available to the customer, the fee for the subscription and support is fixed or determinable, and collection is reasonably assured.customer. Amounts that are invoiced are initially recorded as deferred revenue.
Professional Services Revenue. We believe our professional services facilitate the sale of our subscription service to certain customers. To date, most of our professional services have consisted of document set up, XBRL tagging, and consulting withto help our customers onwith business processes and best practices for using Wdesk.our platform. Our professional services are not required for customers to utilize our solution. We recognize revenue for our professionaldocument set ups when the service is complete and control has transferred to the customer. Revenues from XBRL tagging and consulting services contracts whenare recognized as the services are performed.        

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Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with our professional services, customer success teams and training personnel, including salaries, benefits, bonuses, and stock-based compensation; the costs of contracted third-party vendors; the costs of server usage by our customers; information technology costs; and facility costs. Costs of server usage are comprised primarily of fees paid to Google Cloud Platform and Amazon Web Services.
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Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense are marketing and promotional events, our annual user conference, online marketing, product marketing, information technology costs, and facility costs. We capitalize and amortizepay sales commissions thatfor initial contracts and expansions of existing customer contracts. When the relevant amortization period is one year or less, we expense sales commissions as incurred. All other sales commissions are directly attributable toconsidered incremental costs of obtaining a contract with a customer and are deferred and amortized on a straight-line basis over the lessera period of twelve months or the non-cancelable term of the customer contract based on the terms of our commission arrangements.benefit that we have determined to be three years.
Research and Development Expenses
Research and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, and stock-based compensation; costs of server usage by our developers; information technology costs; and facility costs.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related costs for our executive, finance and accounting, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation; legal, accounting, and other professional service fees; other corporate expenses; information technology costs; and facility costs.


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Results of Operations
The following table sets forth selected consolidated statement of operations data for each of the periods indicated:
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Year ended December 31, 
2017 2016 2015 
(in thousands) 
Revenue 
Subscription and support $169,283 $143,120 $116,288 
Professional services 38,586 35,526 28,984 
Total revenue 207,869 178,646 145,272 
Cost of revenue 
Subscription and support(1)
32,646 27,895 22,559 
Professional services(1)
27,599 23,730 17,645 
Total cost of revenue 60,245 51,625 40,204 
Gross profit 147,624 127,021 105,068 
Operating expenses 
Research and development(1)
68,172 57,438 50,466 
Sales and marketing(1)
84,161 80,466 69,569 
General and administrative(1)
39,594 32,695 28,716 
Total operating expenses 191,927 170,599 148,751 
Loss from operations (44,303)(43,578)(43,683)
Interest expense (1,845)(1,875)(2,025)
Other income, net 1,783 1,500 2,302 
Loss before provision for income taxes (44,365)(43,953)(43,406)
Provision (benefit) for income taxes 61 24 (7)
Net loss $(44,426)$(43,977)$(43,399)
Year ended December 31,
202120202019
(in thousands)
Revenue
Subscription and support$379,340 $295,877 $245,765 
Professional services63,945 55,717 52,126 
Total revenue443,285 351,594 297,891 
Cost of revenue
Subscription and support(1)
60,551 49,503 42,881 
Professional services(1)
43,282 40,674 42,131 
Total cost of revenue103,833 90,177 85,012 
Gross profit339,452 261,417 212,879 
Operating expenses
Research and development(1)
115,735 94,844 89,921 
Sales and marketing(1)
178,785 144,687 120,300 
General and administrative(1)
74,287 59,688 48,064 
Total operating expenses368,807 299,219 258,285 
Loss from operations(29,355)(37,802)(45,406)
Interest income1,041 3,282 4,657 
Interest expense(14,015)(13,964)(6,027)
Other income and (expense), net3,229 (205)(564)
Loss before provision for income taxes(39,100)(48,689)(47,340)
(Benefit) provision for income taxes(1,370)(291)139 
Net loss$(37,730)$(48,398)$(47,479)
(1) Stock-based compensation expense included in these line items was as follows:
Year ended December 31, 
2017 2016 2015 
(in thousands) 
Cost of revenue 
Subscription and support $738 $493 $363 
Professional services 465 411 349 
Operating expenses 
Research and development 2,224 2,365 1,924 
Sales and marketing 2,983 2,075 1,727 
General and administrative 13,066 8,903 6,637 
Total stock-based compensation expense $19,476 $14,247 $11,000 

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Year ended December 31,
202120202019
(in thousands)
Cost of revenue
Subscription and support$2,868 $1,709 $1,554 
Professional services1,729 1,434 1,725 
Operating expenses
Research and development9,590 8,100 8,006 
Sales and marketing13,901 11,062 8,792 
General and administrative20,545 23,466 15,707 
Total stock-based compensation expense$48,633 $45,771 $35,784 
The following table sets forth our consolidated statement of operations data as a percentage of revenue for each of the periods indicated:
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Year ended December 31, 
2017 2016 2015 
Revenue 
Subscription and support 81.4 %80.1 %80.0 %
Professional services 18.6  19.9  20.0  
Total revenue 100.0  100.0  100.0  
Cost of revenue 
Subscription and support 15.7  15.6  15.5  
Professional services 13.3  13.3  12.1  
Total cost of revenue 29.0  28.9  27.6  
Gross profit 71.0  71.1  72.4  
Operating expenses 
Research and development 32.8  32.2  34.7  
Sales and marketing 40.5  45.0  47.9  
General and administrative 19.0  18.3  19.8  
Total operating expenses 92.3  95.5  102.4  
Loss from operations (21.3) (24.4) (30.0) 
Interest expense (0.9) (1.0) (1.4) 
Other income and (expense), net 0.9  0.8  1.6  
Loss before provision for income taxes (21.3) (24.6) (29.8) 
Provision for income taxes —  —  —  
Net loss (21.3)%(24.6)%(29.8)%
Year ended December 31,
202120202019
Revenue
Subscription and support85.6% 84.2% 82.5% 
Professional services14.4 15.8 17.5 
Total revenue100.0 100.0 100.0 
Cost of revenue
Subscription and support13.7 14.1 14.4 
Professional services9.8 11.6 14.1 
Total cost of revenue23.5 25.7 28.5 
Gross profit76.5 74.3 71.5 
Operating expenses
Research and development26.1 27.0 30.2 
Sales and marketing40.3 41.2 40.4 
General and administrative16.8 17.0 16.1 
Total operating expenses83.2 85.2 86.7 
Loss from operations(6.7)(10.9)(15.2)
Interest income0.2 0.9 1.6 
Interest expense(3.2)(4.0)(2.0)
Other (expense) income, net0.7 (0.1)(0.2)
Loss before provision for income taxes(9.0)(14.1)(15.8)
Provision (benefit) for income taxes(0.3)(0.1)— 
Net loss(8.7)%(14.0)%(15.8)%
Revenue
Comparison of Years Ended December 31, 20172021 and 20162020
Year ended December 31, Period-to-period change Year ended December 31,Period-to-period change
2017 2016 Amount % Change 20212020Amount% Change
(dollars in thousands) (dollars in thousands)
Revenue Revenue Revenue
Subscription and support Subscription and support $169,283 $143,120 $26,163 18.3%  Subscription and support$379,340 $295,877 $83,463 28.2%
Professional services Professional services 38,586 35,526 3,060 8.6%  Professional services63,945 55,717 8,228 14.8%
Total revenue Total revenue $207,869 $178,646 $29,223 16.4%  Total revenue$443,285 $351,594 $91,691 26.1%
Total revenue increased $29.2$91.7 million in 20172021 compared to 20162020 due primarily to the increase in subscription and support revenue of $26.2$83.5 million. Of the total increaseGrowth in subscription and support revenue 27.7% represented revenue from new customers acquired after December 31, 2016in 2021 was attributable mainly to strong demand and 72.3% represented revenue from existing customers at or prior to December 31, 2016.better pricing for a broad range of use cases. The total number of our customers increased 10.5%15.9% from December 31, 20162020 to December 31, 2017. The growth in professional services revenue was attributable primarily to increased XBRL services.2021. Professional services revenue increased at a slower rate than subscription and support$8.2 million due primarily to growth in revenue in 2017 compared to 2016. As our customers become familiar with our platform, they typically become more self sufficient and requirefrom XBRL professional services.
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fewer professional services. We expect the revenue growth rate from subscription and support to continue to outpace revenue growth from professionals services on an annual basis.
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31, Period-to-period change 
2016 2015 Amount % Change 
(dollars in thousands) 
Revenue 
Subscription and support $143,120 $116,288 $26,832 23.1%  
Professional services 35,526 28,984 6,542 22.6%  
Total revenue $178,646 $145,272 $33,374 23.0%  
Total revenue increased $33.4 million in 2016 compared to 2015 due primarily to the increase in subscription and support revenue of $26.8 million. The growth in professional services revenue was attributable mainly to increased consulting and services related to our non-SEC use cases. Of the total increase in subscription and support revenue, 23.5% represented revenue from new customers acquired after December 31, 2015 and 76.5% represented revenue from existing customers at or prior to December 31, 2015. The total number of our customers increased 9.8% from December 31, 2015 to December 31, 2016.
Cost of Revenue
Comparison of Years Ended December 31, 20172021 and 20162020
Year ended December 31, Period-to-period change Year ended December 31,Period-to-period change
2017 2016 Amount % Change 20212020Amount% Change
(dollars in thousands) (dollars in thousands)
Cost of revenue Cost of revenue Cost of revenue
Subscription and support Subscription and support $32,646 $27,895 $4,751 17.0%  Subscription and support$60,551 $49,503 $11,048 22.3%
Professional services Professional services 27,599 23,730 3,869 16.3%  Professional services43,282 40,674 2,608 6.4%
Total cost of revenue Total cost of revenue $60,245 $51,625 $8,620 16.7%  Total cost of revenue$103,833 $90,177 $13,656 15.1%
Cost of revenue increased $8.6$13.7 million in 20172021 compared to 2016,2020. Subscription and support cost of revenue increased $11.0 million due primarily to an$8.5 million higher cash-based compensation and benefits and $1.2 million higher stock-based compensation due to increased headcount, as well as a $1.2 million increase in headcount, employee compensation, benefitssoftware and travel costs of $7.5 million and anserver expense. The increase in cash-based compensation and benefits, stock-based compensation and software and server usage costs of $0.7 million to supportexpense resulted from our expanding customer base. Subscriptioncontinued investment in and support expense rose 17.0% in the year ended December 31, 2017 compared to the prior yearof our platform and solutions. Professional services cost of revenue increased $2.6 million due primarily to increases$2.2 million in headcount, employeehigher cash-based compensation and server expenses usedbenefits due to support our expanding customer base. Professional services expense increased 16.3% in the year ended December 31, 2017 versus the prior year due primarily to an increase in headcount, employee compensation and travel expense related to fulfilling demand for XBRL services and non-SEC consulting services.

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Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31, Period-to-period change 
2016 2015 Amount % Change 
(dollars in thousands) 
Cost of revenue 
Subscription and support $27,895 $22,559 $5,336 23.7%  
Professional services 23,730 17,645 6,085 34.5%  
Total cost of revenue $51,625 $40,204 $11,421 28.4%  
Cost of revenue increased $11.4 million in 2016 compared to 2015, due primarily to an increase in headcount, employee compensation, benefits and travel costs of $9.1 million, an increase in other support costs of $1.3 million, and an increase in server usage costs of $1.3 million. Subscription and support expense rose 23.7% in the year ended December 31, 2016 compared to the prior year due primarily to increases in headcount, employee compensation, and server expenses used to support our expanding customer base. Professional services expense increased 34.5% in the year ended December 31, 2016 versus the prior year due primarily to an increase in headcount, employee compensation and travel expense related to fulfilling increased demand for our non-SEC consulting services.headcount.
Operating Expenses
Comparison of Years Ended December 31, 20172021 and 20162020
Year ended December 31, Period-to-period change Year ended December 31,Period-to-period change
2017 2016 Amount % Change 20212020Amount% Change
(dollars in thousands) (dollars in thousands)
Operating expenses Operating expenses Operating expenses
Research and development Research and development $68,172 $57,438 $10,734 18.7%  Research and development$115,735 $94,844 $20,891 22.0%
Sales and marketing Sales and marketing 84,161 80,466 3,695 4.6%  Sales and marketing178,785 144,687 34,098 23.6%
General and administrative General and administrative 39,594 32,695 6,899 21.1%  General and administrative74,287 59,688 14,599 24.5%
Total operating expenses Total operating expenses $191,927 $170,599 $21,328 12.5%  Total operating expenses$368,807 $299,219 $69,588 23.3%
Research and Development
Research and development expenses increased $10.7$20.9 million in 20172021 compared to 20162020 due primarily to $6.5 million in higher headcount, cash-based compensation and benefits and travel costs andof $16.4 million, a $3.1$1.5 million increase in stock-based compensation, a $1.8 million increase in professional services expense related to anservice fees and a $0.9 million increase in technology consultants. We continue to dedicate resources to developing the next generation of Wdesk, which has resulted in higher headcount and additional consultants in research and development. In addition, the cost of server usage includedsoftware and cloud infrastructure services. The increases in researchcompensation were due to increased headcount. The increases in professional service fees and development increased $0.7 million during 2017 compared to 2016. software and cloud infrastructure services reflect continued investment in and support of our platform and solutions.
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Sales and Marketing
Sales and marketing expenses increased $3.7$34.1 million in 20172021 compared to 20162020 due primarily to $4.9$27.8 million in higher employeecash-based compensation and benefits, and travel costs. Thean additional $2.8 million in stock-based compensation, a $1.9 million increase in these costs was offset partially by a decline in vendor fees of $0.6 million related to a reduction in consultingmarketing and vendor created contentadvertising expense and a $0.3$2.6 million in software expenses.We expect to continue to investexpense. These increases were partially offset by $1.2 million in savings from reduced travel by our sales and marketing employees for future revenue growth.

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Tabledue to the COVID-19 pandemic. The increase in cash-based compensation was due to an increase in employee headcount. During 2021, we recognized an additional $1.9 million in stock-based compensation pursuant to severance obligations. The increases in marketing and advertising costs and software expense supports our continued investment in and support of Contents
our platform and solutions.
General and Administrative
General and administrative expenses rose $6.9increased $14.6 million in 20172021 compared to 20162020, due primarily to $12.6 million in higher headcount and additional cash-based compensation and benefits, a $1.7 million increase in software and travel costs of $3.4cloud infrastructure services, a $1.5 million increase in professional services fees and employeea $1.3 million increase in rent expense. These increases were partially offset by a $2.1 million decrease in stock-based compensation of $4.0 million.compensation. In the fourthsecond quarter of 2017,2020, we recorded an additional $400,000$1.5 million and $1.5$5.5 million of cash-based and equity-based compensation, respectively, frompursuant to certain severance arrangements.separation agreements with former executives and managers. The remaining increaseincreases in personnel-related costs was driven primarily by a rise in headcount to supportsoftware and professional services fees are the growthresult of our businesscontinued investment in and regulatory compliance. The remaining increase in stock-based compensation was driven primarily by restricted stock grants to executive officers in February 2015, January 2016,support of our platform and January 2017 with a vesting term of three years, as well as stock option grants to executive officers in February 2016 and 2017 with a vesting term of three years.
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31, Period-to-period change 
2016 2015 Amount % Change 
(dollars in thousands) 
Operating expenses 
Research and development $57,438 $50,466 $6,972 13.8%  
Sales and marketing 80,466 69,569 10,897 15.7%  
General and administrative 32,695 28,716 3,979 13.9%  
Total operating expenses $170,599 $148,751 $21,848 14.7%  
Research and Development
Research and development expenses increased $7.0 million in 2016 compared to 2015 due primarily to $6.7 million in higher employee compensation, benefits, and travel costs. We continued to dedicate resources to enhance our Wdesk platform, which resulted in higher headcount in research and development.
Sales and Marketing
Sales and marketing expenses increased $10.9 million in 2016 compared to 2015 due primarily to $11.5 million in higher employee compensation, benefits and travel costs.solutions. The increase in these costs was offset partially by a decline in professional service fees of $0.9 million related to consulting, recruiting and training.
General and Administrative
General and administrative expenses rose $4.0 million in 2016 compared to 2015 due primarily to higher employee cash-based compensation, benefits, and travel costs of  $1.0 million and additional employee stock-based compensation of $2.8 million. The increase in personnel-related costs was driven primarily by a rise in headcount to support the growth of our business. Higher stock-based compensationrent expense was driven primarily by restricted stock grants to executive officersour investment in February 2015 and January 2016 with a vesting term of three years, as well as stock option grants to executive officers in February 2016 with a vesting term of three years.

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office space for our expanding worldwide footprint.
Non-Operating Income (Expenses)
Comparison of Years Ended December 31, 20172021 and 20162020
Year ended December 31, Period-to-period change Year ended December 31,Period-to-period change
2017 2016 Amount 20212020Amount
(dollars in thousands) (dollars in thousands)
Interest incomeInterest income$1,041 $3,282 $(2,241)
Interest expense Interest expense $(1,845)$(1,875)$30 Interest expense(14,015)(13,964)(51)
Other income, net 1,783 1,500 283 
Other income (expense), netOther income (expense), net3,229 (205)3,434 
Interest Income, Interest Expense and Other Income (Expense), Net
Interest income fell $2.2 million in 2021 compared to 2020 due to decreased interest rates in our investment accounts. Interest expense remained relatively flat during the year ended December 31, 2017in 2021 compared to the prior year.
2020. Other income, net increased $0.3expense decreased $3.4 million in 20172021 compared to 20162020 due primarily to increasesa $3.7 million gain recognized upon the settlement of our equity interest in interest income and in the amount recognized related to our job training reimbursement program. These increases were partiallyOneCloud offset by losses on foreign currency transactions.
ComparisonResults of Years Ended December 31, 2016 and 2015Operations for Fiscal 2020 Compared to 2019
Year ended December 31, Period-to-period change 
2016 2015 Amount 
(dollars in thousands) 
Interest expense $(1,875)$(2,025)$150 
Other income, net 1,500 2,302 (802)
Interest Expense and Other Income, Net
Interest expense remained relatively flat duringFor a comparison of our results of operations for the yearfiscal years ended December 31, 2016 compared to the same period a year ago.
Other income, net decreased $0.8 million in 2016 compared to 2015 due to recognition in 20152020 and 2019, see “Part II, Item 7. Management’s Discussion and Analysis of our deferred government grant obligation relating to our 2011 Iowa Economic Development award of $1.6 million. This decrease was partially offset by an increase of $0.4 million in the amount recognized related to our job training reimbursement program resulting from the amounts divertedFinancial Condition and paid to the community college in the periods.
Quarterly Results of Operations
See “Unaudited Quarterly Results of Operations” included in Note 13 of this Annual Reportour annual report on Form 10-K for the unaudited quarterly results of operations for the yearsfiscal year ended December 31, 2017 and 2016.


2020, filed with the SEC on February 17, 2021.
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Liquidity and Capital Resources
Year ended December 31, 
2017 2016 2015 
(in thousands) 
Cash flow provided by (used in) operating activities $5,520 $(10,369)$(21,592)
Cash flow (used in) provided by investing activities (6,473)3,805 (19,777)
Cash flow provided by (used in) financing activities 9,822 (895)(1,102)
Net increase (decrease) in cash and cash equivalents, net of impact of exchange rates $9,052 $(7,469)$(42,381)
Overview of Sources and Uses of Cash
As of December 31, 2017,2021, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaled $76.7 million. To date, wetotaling $530.4 million, which were held for working capital purposes. We have financed our operations primarily through the proceeds of our initial public offering, private placementsofferings of equity, convertible debt, that was settled in equity and cash from operating activities. We have generated significant operating losses and negative cash flows from operating activities as reflected in our accumulated deficit and consolidated statements of cash flows. WeWhile we expect to continue to incur operating losses and may incur negative cash flows from operations in the future. As a result,future, we may require additional capital resources to continue to grow our business. We believe that current cash and cash equivalents and cash flows from operating activities availability under our existing credit facility and the ability to offer and sell securities pursuant to our shelf registration statement will be sufficient to fund our operations for at least the next twelve months.months from the date of the issuance of the audited consolidated financial statements.
Convertible Debt
In August 2014,2019, we entered into a $15.0issued $345.0 million credit facility with Silicon Valley Bank. Borrowing capacity is equalaggregate principal amount of 1.125% convertible senior notes due 2026, including the exercise in full by the initial purchasers of their option to the most recent month’s subscription and support revenue multiplied by a percentage that adjusts based on the prior quarter’s customer retention rate.purchase an additional $45.0 million principal amount. The credit facility can be used to fund working capital and general business requirements. The credit facility is secured by all of our assets, has first priority over our other debtNotes are senior, unsecured obligations and requires us to maintain certain financial covenants, includingbear interest at a fixed rate of 1.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. Proceeds from the maintenanceissuance of at least $5.0the Notes totaled $335.9 million, net of cash on hand or unused borrowing capacity. The credit facility contains certain restrictive covenants that limit our ability to transfer or disposeinitial purchaser discounts and issuance costs.
During the third and fourth quarters of assets, merge with other companies or consummate certain changes2021 one of control, acquire other companies, pay dividends, incur additional indebtedness and liens, effect changes in management and enter into new businesses. The credit facility has a variable interest rate equal to the bank’s prime lending rate with interest payable monthlyconversion conditions was met and the principal balance dueNotes are now convertible at maturity. The credit facility matures in August 2018, and no amount was outstanding under the credit facility asoption of Decemberthe holders through March 31, 2017.
We filed a universal shelf registration statement on Form S-3 with2022. Specifically, the SEC that became effective August 10, 2017. Under the shelf registration statement, we may offer and sell, from time to time in the future in one or more public offerings,last reported sale price of our Class A common stock preferred stock, debt securities, warrants, rights and units. The aggregate initial offeringexceeded 130% of the conversion price of all securities sold by us under the shelf registration statementNotes for more than 20 trading days during the 30 consecutive trading days ended September 30, 2021 and December 31, 2021. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election, in the manner and subject to the terms and conditions provided in the indenture. As of December 31, 2021, and through the date of this filing, we have not exceed $250.0 million.received any conversion requests for the Notes.
Cash Flows
The following table summarizes cash flow activity during the years ended December 31, 2021, 2020 and 2019 (in thousands):
Year ended December 31,
202120202019
Cash flow provided by operating activities$49,844 $33,243 $30,918 
Cash flow used in investing activities(68,631)(103,750)(90,065)
Cash flow (used in) provided by financing activities(3,388)11,118 363,018 
Net (decrease) increase in cash and cash equivalents, net of impact of exchange rates$(22,445)$(58,911)$304,158 


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Operating Activities
For the year ended December 31, 2017,2021, cash provided by operating activities was $5.5$49.8 million. The primary factors affecting our operating cash flows during the period were our net loss of $44.4$37.7 million, adjusted for non-cash charges of $3.5$5.2 million for depreciation and amortization of our property and equipment and intangible assets, $19.5$48.6 million of stock-based compensation, and $1.6$9.2 million for recognitionthe amortization of otherour debt discount and issuance costs, $3.0 million for the amortization of premiums and discounts on marketable securities, a $27.3 million net change in operating assets and liabilities partially offset by a gain on the settlement of equity securities of $3.7 million and deferred income from government grants.tax of $2.0 million. The primary drivers of the changes in operating assets and liabilities were a $5.5$19.2 million increase in deferred contract costs, a $7.7 million increase in accounts receivable, and a $0.8$6.5 million decreaseincrease in prepaid expenses and other, offset by a $47.4 million increase in deferred revenue and a $14.7 million increase in accrued expenses and other liabilities. Customer growth as well as the prior year impact of the COVID-19 pandemic accounted for most of the increase in deferred revenue. We offer limited incentives for customers to enter into contract terms for more than one year. The increases in accounts receivable and accrued expenses and other liabilities were attributable primarily to the timing of our billings, cash collections, and cash payments. The increase in prepaid expenses was attributable primarily to the timing of annual contracts. The increase in deferred contract costs was primarily due to additional payments made to our sales force related to the direct and incremental costs of obtaining a customer contract.
For the year ended December 31, 2020, cash provided by operating activities was $33.2 million. The primary factors affecting our operating cash flows during the period were our net loss of $48.4 million, adjusted for non-cash charges of $4.3 million for depreciation and amortization of our property and equipment and intangible assets, $45.8 million of stock-based compensation, $8.9 million for the amortization of our debt discount and issuance costs and a $22.2 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $16.0 million increase in deferred contract costs, an $8.0 million increase in accounts receivable, a $2.5 million increase in prepaid expenses and other, and a $4.1 million decrease in accounts payable, offset by a $29.4$37.5 million increase in deferred revenue a $3.0 million decrease in prepaid expenses, and a $2.2$16.8 million increase in accounts payable. Short-term deferred revenue from subscriptionaccrued expenses and support contracts increased $28.1 million from December 31,
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2016 to December 31, 2017. Long-term deferred revenue from subscription and support contracts increased by $1.2 million from December 31, 2016 to December 31, 2017. Short-term deferred revenue from professional services increased by $0.1 million from December 31, 2016 to December 31, 2017.other liabilities. Customer growth and contract renewals for longer terms accounted for most of the increase in deferred revenue. We offer limited incentives for customers to enter into contract terms for more than one year. The increasedecrease in accounts payable and increases in accounts receivable wasand accrued expenses and other liabilities were attributable primarily to the timing of our billings, cash collections, and cash collections.payments. The decrease in accrued expenses and other liabilities was due primarily to the timing of year-end bonus payments for 2017, as we moved the payment of bonuses to eligible non-executive employees from January to December. The decreaseincrease in prepaid expenses was due primarily to timing of payments relating to cloud infrastructure services and our annual user conference. The increase in accounts payable was attributable primarily to the timing of our cash payments.
For the year ended December 31, 2016, cash used in operating activities was $10.4 million.annual contracts. The primary factors affecting our operating cash flows during the period were our net loss of $44.0 million, adjusted for non-cash charges of $3.8 million for depreciation and amortization of our property and equipment and intangible assets, $14.2 million of stock-based compensation, and $1.1 million for recognition of other income from government grants. The primary drivers of the changes in operating assets and liabilities were a $7.1 million increase in accounts receivable, a $0.7 million increase in other receivables, a $5.5 million increase in prepaid expenses, and a $3.9 million decrease in accounts payable, offset by a $34.2 million increase in deferred revenue. Short-term deferred revenue from subscription and support contracts increased $18.9 million from December 31, 2015contract costs was primarily due to December 31, 2016. Long-term deferred revenue from subscription and support contracts increased by $13.8 million from December 31, 2015additional payments made to December 31, 2016. Short-term deferred revenue from professional services increased by $1.4 million from December 31, 2015 to December 31, 2016. Customer growth and contract renewals for longer terms accounted for most of the increase in deferred revenue. The increase in accounts receivable was attributable primarilyour sales force related to the timingdirect and incremental costs of our billings and cash collections. The increase in other receivables was due primarily to timing of health care insurance reimbursements. The increase in prepaid expenses was due to purchasing server capacity upfront, an upfront payment for our 2017 annual user conference and to the timing of rent and travel payments. The decrease in accounts payable was attributable primarily to the timing of our cash payments.obtaining a customer contract.
Investing Activities
Cash used in investing activities of $6.5$68.6 million for the year ended December 31, 20172021 was due primarily to $14.4$170.1 million for the purchase of marketable securities, $37.5 million for acquisitions, net of cash acquired, and $1.2$3.5 million of capital expenditures, partially offset by $9.3$143.2 million from the maturities of marketable securities. Our capital expenditures were associated primarily with computer equipment and furniture and fixtures in support of expanding our infrastructure and work force.
Cash provided byused in investing activities of $3.8$103.8 million for the year ended December 31, 20162020 was due primarily to $1.3$175.9 million for the purchase of marketable securities and $1.9 million of capital expenditures, more thanpartially offset by proceeds$62.9 million from the maturities of $7.2marketable securities and $11.4 million from the sale of marketable securities. Our capital expenditures were associated primarily with leasehold improvements, computer equipment and furniture and fixtures in support of expanding our infrastructure and work force.
Financing Activities
Cash provided by financing activities of $9.8 million for the year ended December 31, 2017 was due primarily to $12.5 million in proceeds from option exercises, partially offset by an aggregate $1.5 million in repayments on long-term debt and payments on capital lease and financing obligations and $1.1 million in taxes paid related to the net share settlements of stock-based compensation awards.

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Financing Activities
Cash used in financing activities of $0.9$3.4 million for the year ended December 31, 20162021 was due primarily to $0.8$16.6 million in proceeds from option exercises and $8.9 million in proceeds from shares issued in connection with our employee stock purchase plan, offset by $27.1 million in taxes paidwithheld related to the net share settlementssettlement of our stock-based compensation awards and an aggregate $1.9$1.7 million in repayments on long-term debt and payments on capitalfinance lease andobligations.
Cash provided by financing obligations, partially offset by $1.6activities of $11.1 million for the year ended December 31, 2020 was due primarily to $19.2 million in proceeds from option exercises.exercises and $7.2 million in proceeds from shares issued in connection with our employee stock purchase plan, partially offset by $13.7 million in taxes withheld related to net share settlement of our stock-based compensation awards and an aggregate $1.6 million in payments on finance lease obligations.
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Contractual Obligations and Commitments
The following table represents our contractual obligations as of December 31, 2017,2021, aggregated by type:
Payments due by period
TotalLess than 1 year1-3 years3-5 yearsMore than 5 years
(in thousands)
Convertible senior notes$364,407 $3,881 $7,763 $352,763 $— 
Operating leases including imputed interest26,301 6,946 9,808 4,108 5,439 
Finance leases, including interest26,357 2,436 2,630 2,630 18,661 
Other contractual commitments38,287 13,740 24,547 — — 
Total contractual obligations$455,352 $27,003 $44,748 $359,501 $24,100 
Payments due by period 
Total Less than 1 year 1-3 years 3-5 years More than 5 years 
(in thousands) 
Operating lease obligations relating to office facilities $18,844 $3,659 $4,865 $4,074 $6,246 
Capital lease obligations, including interest for technology and equipment 66 66 — — — 
Financing obligations, including interest for building 39,382 2,792 5,584 5,356 25,650 
Cloud infrastructure services 8,900 4,100 4,800 — — 
Total contractual obligations $67,192 $10,617 $15,249 $9,430 $31,896 
Total future payments related to our Convertible Senior Notes due 2026 shown in the table above includes $345.0 million principal amount and future interest payments of $19.4 million. For more information on our convertible senior notes, refer to Note 8 of our accompanying Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
We have entered into a lease agreement for land and an office building in Ames, Iowa, which was constructed in two phases. The lease term includes an initial 15-year term and three five-year extensions at our option because renewal was determined to be reasonably assured at the inception of the lease. As part of the lease agreement, the landlord was responsible for constructing the building in accordance with our specifications and agreed to fund $11.8 million for the first phase and $11.1 million for the second phase of construction. We were the developer of the project and responsible for construction costs in excess of these amounts. As a result of this involvement, we were required to capitalize the construction costs associated with the office building. The construction liability of $11.8 million was reclassified to a financing obligation and $17.1 million of costs capitalized during construction were placed in service during June 2013 for the first phase. Upon completion of the second phase of the project, the construction liability of $11.1 million was reclassified to a financing obligation, and $19.9 million of costs capitalized during construction were placed in service during 2014.
The lease contains purchase options to acquire the landlord’s interest in the land lease and building at any time beginning three years from June 2014 (the commencement date of the second phase of the lease). In addition, the lease requires us to purchase the building from the landlord upon certain events, such as a change in control. The purchase options were deemed to be fair value at
We enter into certain non-cancelable agreements with third-party providers in the inceptionordinary course of the lease.
In January 2018, we signed a new lease for approximately 30,000 square feet that will replace our existing offices in Denver and Boulder. The aggregate annual payments under the new lease will be approximately $1.0 million and are subject to annual increases over the lease term, which expires in February 2029.
Off-Balance Sheet Arrangements
During the years ended December 31, 2017, 2016 and 2015, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result,business. Under these agreements, we are not exposedcommitted to any financing, liquidity, market or credit risk that could arise if we had engagedpurchase $31.1 million for cloud infrastructure services and $7.2 million primarily for cloud services. These amounts are included in those types of relationships.
the table above under “other contractual commitments”.
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Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, provision for income taxes and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in Note 1 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.
Revenue Recognition
We commencegenerate revenue through the sale of our cloud-based software and the delivery of professional services. Revenues are recognized when control of these services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
We determine revenue recognition for subscriptions to our cloud solutions and professional services when allthrough the following steps:
Identification of the following criteria are met:contract, or contracts, with a customer
Collectability is assessed based onas, we satisfy a number of factors, including past transaction history with the customer and the creditworthiness of the customer. Collateral is not requested from the customer. If it is determined that the collection of a fee is not probable, the revenue is deferred until collection becomes probable, which is generally upon the receipt of cash.performance obligation
Subscription and Support Revenue 
We recognize the aggregate minimum subscription and support fees ratablyrevenue on a straight-lineratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription term, provided that an enforceable contract has been signed by both parties,contracts are generally twelve to 36 months in duration, are billed either annually or in advance and are non-cancelable. We consider the access to our SaaS solutions has been grantedplatform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the customer,same and have the fee for the subscription and support is fixed or determinable, and collection is reasonably assured.same pattern of transfer.
Professional Services Revenue and Customer Options
OurProfessional services revenues primarily consist of fees for document set up, XBRL tagging, and consulting with our customers on business processes and best practices for using our platform. We have determined that an agreement to purchase these professional services constitutes an option to purchase services in accordance with ASC 606 rather than an agreement that creates enforceable rights and obligations because of the customer’s contractual right to cancel services that have not yet been used. In the limited case of agreements where we determined that the option provides the customer with a material right, we allocate a portion of the transaction price to the material right based upon the relative standalone selling price. Professional service agreements that do not contain a material right are not requiredaccounted for customerswhen the customer exercises its option to utilize our solution. We recognize revenuepurchase additional services.
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Revenue is recognized for our professionaldocument set ups when the service is complete and control has transferred to the customer. Revenues from XBRL tagging and consulting services contracts whenare recognized as the services are performed.
Our professional services revenue is higher in the first calendar quarter because many of our customers employ our professional services just before they file their Form 10-K.
Contracts with Multiple Deliverable Arrangements Performance Obligations
Some of our contracts with customers contain multiple performance obligations. For arrangements with multiple deliverables, we evaluate whether the individual deliverables qualify as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. For deliverables that have standalone value upon delivery,these contracts, we account for each deliverablethe individual performance obligations separately and recognize revenue for the respective deliverables asif they are delivered.
Subscription contracts have standalone value as we sell the subscriptions separately. In determining whether professional services can be accounted for separately from subscription services, we consider the availability of the professional services from other vendors, the nature of our professional services and whether we sell our solutions to new customers without professional services. We have
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determined that we have established standalone value for our professional services. This determination was made due primarily to the ability of the customer to complete these tasks without assistance and the sale of services separate from the initial subscription order. Because we established standalone value for our professional services, such service arrangements are being accounted for separately from subscription services. 
When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement considerationdistinct. The transaction price is allocated to the identified separate units of accounting basedperformance obligations on theira relative selling price. Multiple deliverable arrangements accounting guidance provides a hierarchy to use when determining the relativestandalone selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence (TPE) of selling price is used to establish the selling price if it exists. VSOE and TPE do not currently exist for any of our deliverables. Accordingly, for arrangements with multiple deliverables that can be separated into different units of accounting, we allocate the arrangement fee to the separate units of accounting based on our best estimate of selling price. The amount of arrangement fee allocated is limited by contingent revenue, if any. 
basis. We determine our best estimate ofthe standalone selling price for our deliverablesprices based on our overall pricing objectives, taking into consideration market conditions and entity-specific factors. We evaluate our best estimate of selling price by reviewing historical data related to sales of our deliverables, including comparing the percentages of our contract prices to our list prices. We also may consider several other data points in our evaluation,factors, including the sizevalue of our arrangements, length of term, the cloud solutions sold, customer demographics and the numbers and types of users within our arrangements.
While changes in assumptions or judgments or changes to the elements of the arrangement could cause an increase or decrease in the amount of revenue that we report in a particular period, these changes have not historically been significant because our recurring revenue is primarily subscription and support revenue.
Stock-Based Compensation
We measure and recognize compensation expense for all stock-based awards granted to our employees, non-employee directors, and other service providers based on the estimated fair value of the award on the grant date or reporting date, if required to be remeasured under the guidance. We utilize stock-based compensation in the form of restricted stock awards, restricted stock units, options to purchase Class A common stock and ESPP purchase rights. The fair value of each stock option award and ESPP purchase right is determined at the date of grant by applying the Black-Scholes option pricing model. The fair value of each restricted stock award is based on the number of shares granted and the closing price of our Class A common stock as reported on the New York Stock Exchange on the date of grant. The fair value of these awards is recognized as an expense on a straight line basis over the requisite service period.
All stock-based awards made since the date of our initial public offering have been for Class A common stock. All references to common stock in this “Stock-Based Compensation” section are to our Class A common stock and Class B common stock, as applicable.
Our option pricing model requires the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock. The assumptions used in our option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

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These assumptions are estimated as follows:
Please refer to Note 8 of the notes to consolidated financial statements for additional information on our estimates related to stock-based compensation.
Recent Accounting Pronouncements
Refer to Note 1 of the notes to consolidated financial statements for a full description of recent accounting pronouncements.

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Item 7A.    Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency rates, although we also have some exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.
Foreign Currency Risk
Our sales contracts are denominated predominantly in U.S. dollars and, to a lesser extent, the Canadian dollar, Euro, and British Pound Sterling. Consequently, our customer billings denominated in foreign currency are subject to foreign currency exchange risk. A portion of our operating expenses is incurred outside the United States and is denominated in foreign currencies. These operating expenses are also subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Canadian dollar, Euro, British pound, Singapore dollar, Australian dollar, and British pound.Hong Kong dollar. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. To date, we have not entered into derivatives or hedging transactions as our exposure to foreign currency exchange rates has not been material to our historical operating results, but we may do so in the future if our exposure to foreign currency should become more significant. Foreign currency transaction gains (losses)losses are included in net loss and were $(372,000), $67,000$503,000, $329,000 and $(293,000)$609,000 in the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
Inflation Risk
Inflationary factors, such as increases in our operating expenses, may adversely affect our results of operations, as our customers typically purchase services from us on a subscription basis over a period of time. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future may have an adverse effect on our levels of operating expenses as a percentage of revenue if we are unable to increase the prices for our subscription-based solutions to keep pace with these increased expenses.
Interest Rate Risk
As part of our build-to-suit lease arrangement, in addition to the base rent amount, we are responsible for the underlying mortgage held by the lessor, which is subject to a variable interest rate equal to the prime lending rate plus 1%. In addition, in August 2014, we entered into a $15.0 million credit facility. The credit facility is denominated in U.S. dollars and borrowings are subject to a variable interest rate equal to the prime lending rate. A hypothetical 10% increase or decrease in interest rates after December 31, 2017 would not have a material impact on our results of operations, our cash flows or the fair values of our outstanding debt or financing obligations.
Interest Rate Sensitivity
We had cash, cash equivalents and marketable securities totaling $76.7$530.4 million as of December 31, 2017.2021. The cash, cash equivalents and marketable securities are held for working capital purposes. Our investments are made primarily for capital preservation purposes. We do not enter into investments for trading or speculative purposes.
Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to market risk for changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes.
Our portfolio of marketable securities was invested primarily in commercial paper and U.S. corporate and U.S. treasury debt securities and is subject to market risk due primarily to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Accordingly, our future
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investment income may fluctuate as a result of changes in interest rates, or we may suffer losses in principal if we are forced to sell securities that decline in market value as a result of changes in interest rates. However, because we classify our marketable securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.caused by expected credit losses.
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An immediate increase of 100-basis points in interest rates would have resulted in an $166,000$1.8 million market value reduction in our investment portfolio as of December 31, 2017.2021. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.

In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2026. As these Notes have a fixed annual interest rate, we have no financial or economic interest exposure associated with changes in interest rates. However, the fair value of fixed rate debt instruments fluctuates when interest rates change. Additionally, the fair value can be affected when the market price of our common stock fluctuates. We carry the Notes at face value less unamortized discount on our balance sheet, and we present the fair value for required disclosure purposes only.
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Item 8.     Consolidated Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors and Stockholders of Workiva Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Workiva Inc. (the Company) as of December 31, 20172021 and 2016, and2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2017,2021, 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 December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 20182022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue Recognition
Description of the MatterAs described in Note 1 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of cloud-based software and professional services in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
The Company assessed the terms and conditions associated with customer contracts to identify whether the services constitute an agreement that creates enforceable rights and obligations or an option to purchase. In addition, the Company identified the performance obligations and whether they were distinct. The transaction price was allocated to the separate performance obligations on a relative standalone selling price basis. The assessment of terms and conditions for the identification of performance obligations may involve judgment.
Auditing the Company’s accounting for revenue recognition was challenging given the significant audit effort to evaluate the terms and conditions in the customer contracts and the identification and determination of distinct performance obligations in customer contracts.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s revenue recognition process, including management’s review of terms and conditions and the identification of distinct performance obligations in customer contracts.
To test the Company’s accounting for revenue recognition, we performed audit procedures that included, among others, reperforming management’s assessment of the distinct performance obligations within the arrangement based on its terms and conditions for a sample of customer contracts. We tested the application of the revenue recognition accounting requirements for each of the significant service offerings to determine whether the performance obligations identified by the Company were distinct. We also assessed the appropriateness of the related disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company'sCompany’s auditor since 2010.

Chicago, Illinois
February 22, 20182022

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Report of Independent Registered Public Accounting Firm

TheTo the Stockholders and the Board of Directors and Stockholders ofWorkiva Inc.
Opinion on Internal Control overOver Financial Reporting
We have audited Workiva Inc.'s (the Company)’s internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the CompanyWorkiva Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on the COSO criteria.
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 December 31, 20172021 and 2016, and2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 20172021, and the related notes and our report dated February 22, 20182022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Chicago, Illinois
February 22, 2018
2022
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WORKIVA INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
As of December 31,
20212020
ASSETS
Current assets
Cash and cash equivalents$300,386 $322,831 
Marketable securities230,060 207,207 
Accounts receivable, net of allowance for doubtful accounts of $591 and $717 at December 31, 2021 and 2020, respectively76,848 68,922 
Deferred costs31,152 21,923 
Other receivables3,538 3,155 
Prepaid expenses and other15,108 9,047 
Total current assets657,092 633,085 
Property and equipment, net28,821 29,365 
Operating lease right-of-use assets17,760 15,844 
Deferred costs, non-current33,091 23,421 
Goodwill34,556 — 
Intangible assets, net10,434 1,583 
Other assets5,005 3,708 
Total assets$786,759 $707,006 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$4,114 $2,843 
Accrued expenses and other current liabilities84,126 68,256 
Deferred revenue258,023 208,990 
Convertible senior notes, current298,661 — 
Finance lease obligations1,575 1,705 
Total current liabilities646,499 281,794 
Convertible senior notes, non-current— 289,490 
Deferred revenue, non-current34,181 35,894 
Other long-term liabilities1,605 1,680 
Operating lease liabilities, non-current16,408 17,209 
Finance lease obligations, non-current15,087 16,662 
Total liabilities713,780 642,729 
Stockholders’ equity
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 47,293,775 and 40,719,189 shares issued and outstanding at December 31, 2021 and 2020, respectively47 41 
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 4,150,583 and 8,069,610 shares issued and outstanding at December 31, 2021 and 2020, respectively
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding— — 
Additional paid-in-capital525,646 478,698 
Accumulated deficit(452,430)(414,700)
Accumulated other comprehensive (loss) income(288)230 
Total stockholders’ equity72,979 64,277 
Total liabilities and stockholders’ equity$786,759 $707,006 

See accompanying notes.
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WORKIVA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Year ended December 31,
202120202019
Revenue
Subscription and support$379,340 $295,877 $245,765 
Professional services63,945 55,717 52,126 
Total revenue443,285 351,594 297,891 
Cost of revenue
Subscription and support60,551 49,503 42,881 
Professional services43,282 40,674 42,131 
Total cost of revenue103,833 90,177 85,012 
Gross profit339,452 261,417 212,879 
Operating expenses
Research and development115,735 94,844 89,921 
Sales and marketing178,785 144,687 120,300 
General and administrative74,287 59,688 48,064 
Total operating expenses368,807 299,219 258,285 
Loss from operations(29,355)(37,802)(45,406)
Interest income1,041 3,282 4,657 
Interest expense(14,015)(13,964)(6,027)
Other income and (expense), net3,229 (205)(564)
Loss before (benefit) provision for income taxes(39,100)(48,689)(47,340)
(Benefit) Provision for income taxes(1,370)(291)139 
Net loss$(37,730)$(48,398)$(47,479)
Net loss per common share:
Basic and diluted$(0.74)$(1.00)$(1.03)
Weighted-average common shares outstanding - basic and diluted51,126,510 48,448,166 46,302,656 
See accompanying notes.

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WORKIVA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year ended December 31,
202120202019
Net loss$(37,730)$(48,398)$(47,479)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of income tax expense266 (137)13 
Unrealized (loss) gain on available-for-sale securities, net of income tax expense(784)80 176 
Other comprehensive (loss) income, net of tax(518)(57)189 
Comprehensive loss$(38,248)$(48,455)$(47,290)
See accompanying notes.

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WORKIVA INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
Common Stock (Class A and B)Additional Paid-in-CapitalAccumulated Other Comprehensive IncomeAccumulated DeficitTotal Stockholders' Equity (Deficit)
SharesAmount
Balances at December 31, 201844,044 $44 $297,145 $98 $(307,027)$(9,740)
Cumulative-effect of change in accounting principle— — — — (11,796)(11,796)
Stock-based compensation expense— — 35,784 — — 35,784 
Issuance of common stock upon exercise of stock options1,997 24,149 — — 24,152 
Issuance of common stock under employee stock purchase plan188 — 4,922 — — 4,922 
Issuance of restricted stock units420 — — — — — 
Tax withholdings related to net share settlements of stock-based compensation awards(10)— (390)— — (390)
Equity component of convertible senior notes, net— — 58,560 — — 58,560 
Net loss— — — — (47,479)(47,479)
Other comprehensive income— — — 189 — 189 
Balances at December 31, 201946,639 $47 $420,170 $287 $(366,302)$54,202 
Stock-based compensation expense— — 45,771 — — 45,771 
Issuance of common stock upon exercise of stock options1,398 19,187 — — 19,189 
Issuance of common stock under employee stock purchase plan187 — 7,227 — — 7,227 
Issuance of restricted stock units796 — — — — — 
Tax withholdings related to net share settlements of stock-based compensation awards(231)— (13,657)— — (13,657)
Net loss— — — — (48,398)(48,398)
Other comprehensive loss— — — (57)— (57)
Balances at December 31, 202048,789 $49 $478,698 $230 $(414,700)$64,277 
Stock-based compensation expense— — 48,633 — — 48,633 
Issuance of common stock upon exercise of stock options1,141 16,598 — — 16,600 
Issuance of common stock under employee stock purchase plan149 — 8,861 — — 8,861 
Issuance of restricted stock units1,578 — — — — — 
Tax withholdings related to net share settlements of stock-based compensation awards(213)— (27,144)— — (27,144)
Net loss— — — — (37,730)(37,730)
Other comprehensive loss— — — (518)— (518)
Balances at December 31, 202151,444 $51 $525,646 $(288)$(452,430)$72,979 
See accompanying notes.
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WORKIVA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
202120202019
Cash flows from operating activities
Net loss$(37,730)$(48,398)$(47,479)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization5,244 4,296 3,844 
Stock-based compensation expense48,633 45,771 35,784 
Recovery of doubtful accounts(125)(159)(92)
Amortization of premiums and discounts on marketable securities, net3,024 668 13 
Amortization of debt discount and issuance costs9,171 8,889 3,262 
Gain on settlement of equity securities(3,698)— — 
Deferred income tax(1,973)— (65)
Changes in assets and liabilities:
Accounts receivable(7,683)(8,028)5,166 
Deferred costs(19,207)(15,953)(10,268)
Operating lease right-of-use asset4,197 3,906 2,552 
Other receivables(391)(680)(1,250)
Prepaid expenses and other(6,522)(2,492)(2,084)
Other assets(1,222)(215)(1,860)
Accounts payable972 (4,106)2,153 
Deferred revenue47,419 37,479 32,039 
Operating lease liability(4,934)(4,525)(3,035)
Accrued expenses and other liabilities14,669 16,790 12,238 
Net cash provided by operating activities49,844 33,243 30,918 
Cash flows from investing activities
Purchase of property and equipment(3,534)(1,873)(3,104)
Purchase of marketable securities(170,070)(175,926)(112,565)
Maturities of marketable securities143,159 62,922 26,840 
Sale of marketable securities250 11,423 498 
Acquisitions, net of cash acquired(37,467)— — 
Purchase of intangible assets(219)(296)(734)
Other investments(750)— (1,000)
Net cash used in investing activities(68,631)(103,750)(90,065)
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WORKIVA INC. 
CONSOLIDATED BALANCE SHEETS 
(in thousands, except share and per share amounts) 
As of December 31, 
2017 2016 
ASSETS 
Current assets 
Cash and cash equivalents $60,333 $51,281 
Marketable securities 16,364 11,435 
Accounts receivable, net of allowance for doubtful accounts of $388 and $900 at December 31, 2017 and December 31, 2016, respectively 28,800 22,535 
Deferred commissions 2,376 1,864 
Other receivables 975 1,545 
Prepaid expenses 6,444 9,382 
Total current assets 115,292 98,042 
Property and equipment, net 40,444 42,590 
Intangible assets, net 1,118 1,012 
Other assets 861 1,499 
Total assets $157,715 $143,143 


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WORKIVA INC. 
CONSOLIDATED BALANCE SHEETS (continued) 
(in thousands, except share and per share amounts) 
As of December 31, 
2017 2016 
LIABILITIES AND STOCKHOLDERS’ DEFICIT 
Current liabilities 
Accounts payable $3,060 $849 
Accrued expenses and other current liabilities 20,212 20,695 
Deferred revenue 104,684 76,016 
Deferred government grant obligation 217 1,022 
Current portion of capital lease and financing obligations 1,168 1,285 
Current portion of long-term debt — 20 
Total current liabilities 129,341 99,887 
Deferred revenue 22,709 21,485 
Deferred government grant obligation 278 1,000 
Other long-term liabilities 3,896 4,100 
Capital lease and financing obligations 18,425 19,743 
Long-term debt — 53 
Total liabilities 174,649 146,268 
Stockholders’ deficit 
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 32,165,407 and 30,369,199 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively 32 30 
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 10,203,371 and 10,891,888 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively 10 11 
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding — — 
Additional paid-in-capital 248,289 217,454 
Accumulated deficit (265,337)(220,911)
Accumulated other comprehensive income 72 291 
Total stockholders’ deficit (16,934)(3,125)
Total liabilities and stockholders’ deficit $157,715 $143,143 

WORKIVA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
Year ended December 31,
202120202019
Cash flows from financing activities
Proceeds from option exercises16,600 19,189 24,152 
Taxes paid related to net share settlements of stock-based compensation awards(27,144)(13,657)(390)
Proceeds from shares issued in connection with employee stock purchase plan8,861 7,227 4,922 
Proceeds from the issuance of convertible senior notes, net of issuance costs— — 335,899 
Principal payments on finance lease obligations(1,705)(1,641)(1,565)
Net cash (used in) provided by financing activities(3,388)11,118 363,018 
Effect of foreign exchange rates on cash(270)478 287 
Net (decrease) increase in cash and cash equivalents(22,445)(58,911)304,158 
Cash and cash equivalents at beginning of year322,831 381,742 77,584 
Cash and cash equivalents at end of year$300,386 $322,831 $381,742 
Supplemental cash flow disclosure
Cash paid for interest$4,837 $5,067 $1,340 
Cash paid for income taxes, net of refunds$(41)$679 $371 
Supplemental disclosure of noncash investing and financing activities
Allowance for tenant improvements$— $149 $270 
Purchases of property and equipment, accrued but not paid$350 $263 $144 
See accompanying notes.

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WORKIVA INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except share and per share amounts) 
Year ended December 31, 
2017 2016 2015 
Revenue 
Subscription and support $169,283 $143,120 $116,288 
Professional services 38,586 35,526 28,984 
Total revenue 207,869 178,646 145,272 
Cost of revenue 
Subscription and support 32,646 27,895 22,559 
Professional services 27,599 23,730 17,645 
Total cost of revenue 60,245 51,625 40,204 
Gross profit 147,624 127,021 105,068 
Operating expenses 
Research and development 68,172 57,438 50,466 
Sales and marketing 84,161 80,466 69,569 
General and administrative 39,594 32,695 28,716 
Total operating expenses 191,927 170,599 148,751 
Loss from operations (44,303)(43,578)(43,683)
Interest expense (1,845)(1,875)(2,025)
Other income, net 1,783 1,500 2,302 
Loss before provision (benefit) for income taxes (44,365)(43,953)(43,406)
Provision (benefit) for income taxes 61 24 (7)
Net loss $(44,426)$(43,977)$(43,399)
Net loss per common share: 
Basic and diluted $(1.07)$(1.08)$(1.09)
Weighted-average common shares outstanding - basic and diluted 41,618,838 40,671,133 39,852,624 

See accompanying notes.

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WORKIVA INC. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 
(in thousands) 
Year ended December 31, 
2017 2016 2015 
Net loss $(44,426)$(43,977)$(43,399)
Other comprehensive (loss) income, net of tax 
Foreign currency translation adjustment, net of income tax (expense) of ($2), ($13) and ($101) for the years ended December 31, 2017, 2016 and 2015, respectively (159)18 133 
Unrealized gain (loss) on available-for-sale securities, net of income tax (expense) benefit of $2, ($19), and $25 for the years ended December 31, 2017, 2016 and 2015, respectively (60)32 (39)
Other comprehensive (loss) income, net of tax (219)50 94 
Comprehensive loss $(44,645)$(43,927)$(43,305)

See accompanying notes.

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WORKIVA INC. 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 
(in thousands) 
Common Stock (Class A and B) Additional Paid-in-Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders' Equity (Deficit) 
Shares Amount 
Balances at December 31, 2014 39,641 $39 $189,168 $147 $(133,535)$55,819 
Stock-based compensation expense — — 11,000 — — 11,000 
Grant of restricted stock award 600 — — — — — 
Issuance of common stock upon exercise of stock options 707 2,242 — — 2,244 
Net loss — — — — (43,399)(43,399)
Distribution to members — — (35)— — (35)
Cost of offering — — (4)— — (4)
Other comprehensive income — — — 94 — 94 
Balances at December 31, 2015 40,948 $41 $202,371 $241 $(176,934)$25,719 
Stock-based compensation expense — — 14,247 — — 14,247 
Issuance of common stock upon exercise of stock options 374 — 1,597 — — 1,597 
Tax withholdings related to net share settlements of stock-based compensation awards (61)— (761)— — (761)
Net loss — — — — (43,977)(43,977)
Other comprehensive income — — — 50 — 50 
Balances at December 31, 2016 41,261 $41 $217,454 $291 $(220,911)$(3,125)
Stock-based compensation expense — — 19,476 — — 19,476 
Issuance of common stock upon exercise of stock options 1,159 12,484 — — 12,485 
Issuance of restricted stock units 30 — — — — — 
Tax withholdings related to net share settlements of stock-based compensation awards (81)— (1,125)— — (1,125)
Net loss — — — — (44,426)(44,426)
Other comprehensive loss — — — (219)— (219)
Balances at December 31, 2017 42,369 $42 $248,289 $72 $(265,337)$(16,934)

See accompanying notes.

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WORKIVA INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(in thousands) 
Year ended December 31, 
2017 2016 2015 
Cash flows from operating activities 
Net loss $(44,426)$(43,977)$(43,399)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities 
Depreciation and amortization 3,546 3,820 4,410 
Stock-based compensation expense 19,476 14,247 11,000 
(Recovery of) provision for doubtful accounts (517)185 449 
Realized gain on sale of available-for-sale securities, net — (6)(13)
Amortization of premiums and discounts on marketable securities, net 101 147 77 
Recognition of deferred government grant obligation (1,578)(1,141)(2,383)
Deferred income tax — (32)(76)
Changes in assets and liabilities: 
Accounts receivable (5,546)(7,101)(5,080)
Deferred commissions (498)(497)(520)
Other receivables 577 (732)(523)
Prepaid expenses 2,952 (5,513)(734)
Other assets 618 (654)81 
Accounts payable 2,206 (3,930)2,331 
Deferred revenue 29,367 34,211 7,297 
Accrued expenses and other liabilities (758)604 5,390 
Change in restricted cash — — 101 
Net cash provided by (used in) operating activities 5,520 (10,369)(21,592)
Cash flows from investing activities 
Purchase of property and equipment (1,188)(1,901)(1,843)
Purchase of marketable securities (14,369)(1,301)(24,069)
Maturities of marketable securities 9,281 — — 
Sale of marketable securities — 7,197 6,521 
Purchase of intangible assets (197)(190)(386)
Net cash (used in) provided by investing activities (6,473)3,805 (19,777)
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WORKIVA INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) 
(in thousands) 
Year ended December 31, 
2017 2016 2015 
Cash flows from financing activities 
Payment of equity issuance costs — — (1,346)
Proceeds from option exercises 12,485 1,597 2,244 
Taxes paid related to net share settlements of stock-based compensation awards (1,125)(761)— 
Changes in restricted cash — — 300 
Repayment of other long-term debt (73)(18)(84)
Principal payments on capital lease and financing obligations (1,435)(1,863)(2,282)
Distributions to members — — (381)
Proceeds from government grants 51 183 548 
Deferred financing costs (81)(33)— 
Repayment of government grant — — (101)
Net cash provided by (used in) financing activities 9,822 (895)(1,102)
Effect of foreign exchange rates on cash 183 (10)90 
Net increase (decrease) in cash and cash equivalents 9,052 (7,469)(42,381)
Cash and cash equivalents at beginning of year 51,281 58,750 101,131 
Cash and cash equivalents at end of year $60,333 $51,281 $58,750 
Supplemental cash flow disclosure 
Cash paid for interest $1,627 $1,835 $2,048 
Cash paid for income taxes, net of refunds $42 $47 $64 
Supplemental disclosure of noncash investing and financing activities 
Fixed assets acquired through capital lease arrangements $— $— $527 
Government grant recorded against property and equipment, net $— $— $908 
Allowance for tenant improvements $— $481 $698 
Purchases of property and equipment, accrued but not paid $— $— $354 
See accompanying notes.

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WORKIVA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies
Organization
Workiva Inc., a Delaware corporation, and its wholly-owned subsidiaries (the "Company"“Company” or "we"“we” or "us"“us”) created Wdesk, an intuitive cloud platform that modernizes how peoplesimplifies complex work withinfor thousands of organizations. Wdesk is built onorganizations worldwide. We are a data management engine, offering controlled collaboration, data connections, granular permissions and a full audit trail. We offer Wdesk solutions for a wide rangeleading provider of use cases in the following markets: finance and accounting, audit and internal controls, risk andcloud-based compliance and performanceregulatory reporting solutions that are designed to solve business challenges at the intersection of data, process and management reporting.people. Our operational headquarters are located in Ames, Iowa, with additional offices located in the United States, Europe, the Asia-Pacific region and Canada.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Workiva Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Seasonality affects our revenue, expenses and cash flows from operations. Revenue from professional services is generally higher in the first quarter as many of our customers file their 10-K in the first calendar quarter. Sales and marketing expense is generally higher in the third quarter since we hold our annual user conference in September. Our transition to a virtual event in September 2020 and September 2021 has mostly mitigated this trend. In addition, the timing of cash bonus payments to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow.
Segments
Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we determined we have 1 operating and reportable segment.
Foreign Currency
We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity.equity (deficit). Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity's functional currency are included within “Otherother (expense) income, net”net on the consolidated statements of operations. We recorded $(372,000), $67,000 and $(293,000)
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Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. These estimates include, but are not limited to, the allowance for doubtful accounts, the determination of the relative selling prices of our services, the measurement of material rights, health insurance claims incurred but not yet reported, collectability of accounts receivable, valuation of available-for-sale marketable securities, useful lives of deferred contract costs, intangible assets and property and equipment, goodwill, income taxes, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability and equity components of the convertible senior notes, and certain assumptions used in the valuation of equity awards. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.
Cash and Cash Equivalents
Cash consists of cash on deposit with banks that is stated at cost, which approximates fair value. We invest our excess cash primarily in highly liquid money market funds and marketable securities. We classify all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities.
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Marketable Securities
Our marketable securities consist of U.S.commercial paper, corporate debt securities, and U.S. treasury debt securities and foreign government debt securities. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond twelve months as current assets in the accompanying consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses are excluded from earnings and recorded as a separate component within “Accumulatedaccumulated other comprehensive income”income on the consolidated balance sheets until realized. Dividend income is reported within “Otherother (expense) income, net”net on the consolidated statements of operations. We evaluate our investments to assess whether those withthe amortized cost basis is in excess of estimated fair value and determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other (expense) income, net on the consolidated statements of operations, and any remaining unrealized loss positionslosses are included in accumulated other than temporarily impaired.comprehensive income on the consolidated balance sheets. There were no credit losses recorded for the years ended December 31, 2021 and 2020. There was no impairment charge for any unrealized losses in 2019. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realizeddetermine realized gains and losses and declines in value judged to be other than temporary are determined basedon the sale of marketable securities on the specific identification method and are reportedrecord such gains and losses in “Otherother (expense) income, net”net on the consolidated statements of operations.
Fair Value of Financial Instruments
Our financial assets, which include cash equivalents and marketable securities, are measured and recorded at fair value on a recurring basis. Our other current financial assets and our other current financial liabilities have fair values that approximate their carrying value due to their short-term maturities.
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Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions.
Our accounts receivable are derived primarily from customers located in North America. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. We did not have a significant concentration of accounts receivable from any single customer or from customers in any single country outside of the United States at December 31, 20172021 or 2016.2020.
Deferred Costs
We pay sales commissions for initial contracts and expansions of existing contracts with customers. These commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions paid where the amortization period is one year or less are expensed as incurred. All other sales commissions are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be three years. We determined the period of benefit by taking into consideration our standard contract terms and conditions, rate of technological change and other factors. Amortization expense is included in sales and marketing expense in the accompanying consolidated statements of operations.
Property and Equipment, net
Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. We amortize leasehold improvements and assets under capitalfinance leases or financing arrangements over the lesser of the term of the lease including renewal options that are reasonably assured or the estimated useful life of the assets. Depreciation and amortization expense related to property and equipment totaled $3.4$4.1 million, $3.7$3.8 million and $4.4$3.4 million for the years ended December 31, 2017, 20162021, 2020 and 2015, respectively, and included $1.6 million, $2.1 million and $2.4 million of amortization of assets recorded under capital leases during the years ended December 31, 2017, 2016 and 2015,2019, respectively.

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Revenue Recognition
We generate revenue through the sale of subscriptions to our cloud-based software and the delivery of professional services. Our customer contracts typically rangeWe recognize revenue when control of these services is transferred to our customers in length from threean amount that reflects the consideration we expect to 36 months. Our arrangements do not contain general rights of return. Our subscription contracts do not provide customers withbe entitled to in exchange for those services.
We determine revenue recognition through the right to take possessionfollowing steps:
Identification of the software supportingcontract, or contracts, with a customer
Identification of the applications and,performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a result, are accounted for as service contracts.performance obligation
We commencereport revenue recognition for subscriptions to our cloud applications and professional services when all of the following criteria are met:
Collectability is assessed based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer. Collateral is not requested from the customer. If it is determined that the collection of a fee is not probable, the revenue is deferred until collection becomes probable, which is generally upon the receipt of cash.
Revenue is reported net of sales and other taxes collected from customers to be remitted to government authorities.
Subscription and Support Revenue 
We recognize the aggregate minimum subscription and support fees ratably on a straight-line basis over the subscription term, provided that an enforceable contract has been signed by both parties, access to our SaaS solutions has been granted to the customer, the fee for the subscription and support is fixed or determinable, and collection is reasonably assured.
Professional Services Revenue 
We recognize revenue for our professional services contracts when the services are performed.
Multiple Deliverable Arrangements 
For arrangements with multiple deliverables, we evaluate whether the individual deliverables qualify as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. For deliverables that have standalone value upon delivery, we account for each deliverable separately and recognize revenue for the respective deliverables as they are delivered.
Subscription contracts have standalone value as we sell the subscriptions separately. In determining whether professional services can be accounted for separately from subscription services, we consider the availability of the professional services from other vendors, the nature of our professional services and whether we sell our applications to new customers without professional services. In the years ended December 31, 2017, 2016 and 2015, we determined that we had established standalone value for our professional services. This determination was made due primarily to the ability of the customer to complete these tasks without assistance and the sale of services separate from the initial subscription order. Because we established standalone value for our professional services in the years ended December 31, 2017, 2016 and 2015, such service arrangements are being accounted for separately from subscription services. 
When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based
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Subscription and Support Revenue 
We recognize subscription and support revenue on theira ratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription contracts are generally twelve to 36 months in duration, are billed either annually or in advance and are non-cancelable. We consider the access to our platform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the same and have the same pattern of transfer.
Professional Services Revenue and Customer Options
Professional services revenues primarily consist of fees for document set up, XBRL tagging, and consulting with our customers on business processes and best practices. We have determined that an agreement to purchase these professional services constitutes an option to purchase services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606, Revenue from Contracts with Customers, (ASC 606) rather than an agreement that creates enforceable rights and obligations because of the customer's contractual right to cancel services that have not yet been used. In the limited case of agreements where we determined that the option provides the customer with a material right, we allocate a portion of the transaction price to the material right based upon the relative standalone selling price. Professional service agreements that do not contain a material right are accounted for when the customer exercises its option to purchase additional services. Revenue is recognized for document set ups when the service is complete and control has transferred to the customer. Revenues from XBRL tagging and consulting services are recognized as the services are performed.
Contracts with Multiple deliverable arrangements accounting guidance provides a hierarchy to use when determiningPerformance Obligations 
Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the relative selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be usedindividual performance obligations separately if it exists. If VSOE of sellingthey are distinct. The transaction price is not available, third-party evidence (TPE) of selling price is used to establish the selling price if it exists. VSOE and TPE do not currently exist for any of our deliverables. Accordingly, for arrangements with multiple deliverables that can be separated into different units of accounting, we allocate the arrangement feeallocated to the separate units of accounting basedperformance obligations on our best estimate ofa relative standalone selling price. The amount of arrangement fee allocated is limited by contingent revenue, if any. 
price basis. We determine our best estimate ofthe standalone selling price for our deliverablesprices based on our overall pricing objectives, taking into consideration market conditions and entity-specific factors. We evaluate our best estimate of selling price by reviewing historical data related to sales of our deliverables, including comparing the percentages of our contract prices to our list prices. We also may consider several other data points in our evaluation,factors, including the sizevalue of our arrangements, length of term, the cloud applications sold, customer demographics and the numbers and types of users within our arrangements.
Deferred Revenue
We typically invoice our customers for subscription and support fees annually in advance on one- to three-year contract terms. For contracts with a quarterly, annual, two-two or three-year basis, with payment due atthree year term, customers sometimes elect to pay the start of theentire multi-year subscription term.term in advance. Unpaid invoice amounts for non-cancelable services starting in future periods are excluded fromincluded in accounts receivable and deferred revenue. Invoiced amounts are reflected as accounts receivable once we have initiated services with an offset to deferred revenue or revenue depending on whether the revenue recognition criteria have been met. Deferred revenue also includes certain deferred professional service fees that are recognized upon completion of the service. The portion of deferred revenue that we anticipate will be recognized after the succeeding twelve-month period is recorded as non-current deferred revenue, and the remaining portion is recorded as current deferred revenue.
Customer Deposits
As an agreement to purchase professional services constitutes a customer option, fees received in advance of these services being performed are considered customer deposits and are included in accrued expenses and other current liabilities on the consolidated balance sheets. Unpaid invoice amounts for these professional services starting in future periods are excluded from accounts receivable and accrued expenses and other current liabilities.
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Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with the professional services and customer success teams and training personnel, including salaries, benefits, bonuses, and stock-based compensation; the costs of contracted third-party vendors; the costs of server usage by our customers; information technology costs; and facility costs.
Sales and Marketing Expenses and Deferred Commissions
Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense are marketing and promotional events, our annual user conference, online marketing, product marketing, information technology costs, and facility costs. We amortize sales commissions that are directly attributable to a contract over the lesser of 12 months or the non-cancelable term of the customer contract based on the terms of our commission arrangements.
Advertising costs are charged to sales and marketing expense as incurred. Advertising expense totaled $2.7$5.6 million, $2.7$3.8 million and $2.8$3.4 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
Research and Development Expenses
Research and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, and stock-based compensation, costs of server usage by our developers, information technology costs, and facility costs.
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General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation; legal, accounting, and other professional service fees; other corporate expenses; information technology costs; and facility costs.
Leases
We categorizedetermine whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, net, finance lease obligations, and finance lease obligations, non-current on our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at their inception as either operatingthe commencement date. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We do not include options to extend or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement and other incentives onterminate the lease term unless it is reasonably certain lease agreements.that we will exercise any such options. We recognize rent expense under our operating leases on a straight-line basis. For finance leases, we record interest expense on the lease costsliability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset.
We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We do not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis taking into account adjustments for free or escalating rental payments, renewals at our option that are reasonably assured and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the termlease term.
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Acquisitions
When we acquire a business, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the agreement. Leasehold improvements are capitalized at costacquisition date. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of assets acquired and amortized overliabilities assumed may be recorded, with the shorter of their useful life orcorresponding offset to goodwill. Upon the termconclusion of the lease. 
Government Grants
Government grants receivedmeasurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statement of operations.
Goodwill
Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We perform our annual goodwill impairment test as of October 1. For the year ended December 31, 2021, we determined there were no events or circumstances which indicated that the carrying value of a liability onreporting unit exceeded the balance sheet until all contingencies are resolved and the grant is determined to be realized. fair value.
Intangible Assets
We account for intangible assets under Accounting Standards Codification (ASC) 350, Goodwill and Other. Intangible assets consist of legal fees incurred for patents and intangible assets acquired in a business combination or asset acquisition, primarily technology, customer-related assets, and trade names. Patents are recorded at cost to obtain and amortized over the useful lives of the assets of ten years, using the straight-line method.lives. Certain patents are in the legal application process and therefore are not currently being amortized.
Accumulated amortizationIntangible assets acquired in a business combination or an asset acquisition are recorded at fair value on the date of patents as of December 31, 2017acquisition and 2016 was approximately $218,000 and $127,000, respectively. Future amortization expense for legally approved patents isamortized over their estimated at  $94,000 per year through 2022 and approximately $211,000 thereafter.useful lives.
Impairment of Long-Lived Assets
Long-lived assets, such as property, equipment, and softwareright-of-use assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. There were no impairment losses related to long-lived assets in any of the periods presented.
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using a fair-value based method. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date or reporting date, if required to be remeasured, and amortized on a straight-line basis over the requisite service period. We use the Black-Scholes option-pricing model to determine the fair values of stock option awards.shares to be issued pursuant to our Employee Stock Purchase Plan (“ESPP”). For restricted stock and restricted stock units, fair value is based on the closing price of our common stock on the grant date.
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Income Taxes
We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to U.S. federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate.
We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment rate.
On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue Code, including, among other items, the introduction of a new international "Global Intangible Low-Taxed Income" ("GILTI") regime effective January 1, 2018. Companies may adopt one of two views in regards to establishing deferred taxes in accordance with the new ("GILTI") regime under ASC 740. Companies mayWe account for the effects of GILTI either (1)Global Intangible Low-Taxed Income in the period the entity becomes subject to GILTI, or (2) establish deferred taxes (similar to the guidance that currently exists with respect to basis differences that will reverse under current Subpart F rules) for basis differences that upon reversal will be subject to GILTI. We have elected to account for GILTI in the period we become subject to GILTI.incurred.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740, Income Taxes,, on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
We recognize interest and penalties related to unrecognized tax benefits on the (benefit) provision for income tax expensetaxes line in the accompanying consolidated statementstatements of operations. Interest and penalties were not significant during the years ended December 31, 2021, 2020 and 2019. Accrued interest and penalties are included on the related tax liabilityaccrued expenses and other current liabilities line in the consolidated balance sheet. sheets.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts. We regularly review our receivables that remain outstanding past their applicable payment terms and established an allowance for potential write-offs by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic conditions that may affect a customer’s ability to pay. Accounts receivable deemed uncollectible are charged against the allowance once collection efforts have been exhausted.

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Recently Adopted Accounting Pronouncements
In March 2016,December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which was issued to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intraperiod allocation, and calculating income taxes in interim periods. Further, ASU 2016-09, Stock Compensation (Topic 718): Improvements2019-12 adds guidance to Employee Share-Based Payment Accounting. Under this ASU, entities are permittedreduce complexity in certain areas, including recognizing deferred taxes for tax basis goodwill and allocating taxes to make an accounting policy election either to estimate forfeitures on share-based payment awards, as required by current guidance, or to recognize forfeitures as they occur in addition to other changes.members of a consolidated group. The guidancestandard became effective for interim and annual periods beginning after December 15, 2016. We adopted this standard effective January 1, 2017. We elected to recognize forfeitures on share-based payment awards as they occur. The2020, with early adoption along with the remaining provisions of ASU 2016-09, did not have a material impact on our consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period. The new standard must be adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption.permitted. Effective January 1, 2017,2021, we adopted this standard. The adoption of this new guidancestandard did not have a material impact on our consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
In May 2014,October 2021, the FASB issued guidance codifiedASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. This ASU requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue Recognition - Revenue from Contracts with Customers (ASU 2014-09), which amends the guidance in former ASC 605, Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments and updates to the new revenue standard, including guidance related to when an entity should recognize revenue gross as a principal or net as an agent and how an entity should identify performance obligations. As amended, ASU 2014-09This update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted for all entities only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.
2022. We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method only with respect to contracts that were not completed as of January 1, 2018. This transition adjustment will be recorded as a one-time decrease to the opening balance of our accumulated deficit as of January 1, 2018 and will be comprised of the following revenue and cost items.
The adoption of ASC 606 will require us to recognize revenue from certain of our professional services over time rather than upon completion of the services. We expect this change will result in some acceleration of revenue recognition.
We have determined that an agreement to purchase our professional services constitutes an option to purchase services in accordance with ASC 606-10-55-41 rather than an agreement that creates enforceable rights and obligations because of the customer’s contractual right to cancel the unused services. We have determined that certain of our professional service agreements do not contain a material right and are only accounted for in accordance with ASC 606 when the customer exercises its option to purchase additional goods or services. In the case of agreements where we have determined that the option provides the customer with a material right, we will be required to allocate a portion of the transaction price to the material right. The treatment of customer options under ASC 606 may result in a different allocation of the transaction price than under current guidance.
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In addition, under current guidance, the amount that is allocated to, and recognized as revenue related to, a delivered service is limited to the amount that is not contingent on completion of the remaining performance obligations. We expect the removal of this limitation on contingent revenue under ASC 606 to result in revenue being recognized earlier for certain contracts.
In addition, ASU 2014-09 requires that all incremental costs of obtaining a contract with a customer be recognized as an asset. The guidance also requires that these costs be deferred over a term that is consistent with the transfer of services related to the asset. Based on our preliminary analysis, we believe this term will be approximately three years compared to one year or less under current guidance. We elected to apply this guidance to the incremental costs related to open contracts as of January 1, 2018. We expect to record a $5.3 million adjustment to the opening balance of our accumulated deficit to capitalize additional costs of obtaining a contract as of January 1, 2018.
Under ASC 606, in addition to recording deferred revenue when the related cash payments are received for noncancellable services, we will record deferred revenue when payments are due in advance of our performance of those services. We expect this change will result in an offsetting increase in accounts receivable and deferred revenue.
In the fourth quarter of 2017, we substantially completed our project plan to apply the necessary changes to accounting processes, procedures, systems and internal controls, and we plan to finalize our transition adjustment under ASU 2014-09 in the first quarter of 2018. 
In February 2016, the FASB issued guidance codified in ASC 842, Leases, which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. We planintend to adopt this guidancestandard on the effective date. We are currently evaluating the impact the provisions will have on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that companies include amounts generally described as restricted cashJanuary 1, 2022 and restricted cash equivalents, along with cash and cash equivalents, when reconcilingdo not expect the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. We are adopting this guidance as of the effective date. The adoption of this guidance is not expectedupdate to have a material impact on our consolidated financial statements.
In May 2017,August 2020, the FASB issued ASU 2017-09, Compensation –2020-06, Stock Compensation (Topic 718): Scope of Modification Accounting for Convertible Instruments and Contracts in an Entity's Own Equit.y. Under ASU 2020-06, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This ASU clarifies whenwill also result in the interest expense recognized for convertible debt instruments to account for a changebe closer to the terms or conditions of a share-based payment award as a modification. Under thecoupon interest rate. The new guidance modification accounting is required only ifalso requires the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions.if-converted method to be applied for all convertible instruments when calculating earnings per share. The ASUnew standard is effective for interim and annual reporting periods beginning after December 15, 20172021 and interim periods within those annual periods. Early adoption is permitted. can be adopted on either a modified retrospective or full retrospective basis.
We are adoptingwill adopt this guidance asstandard on January 1, 2022 using the modified retrospective method. Adoption of the effective date. The implementation of thisnew standard is not expected to haveresult in a significant impactdecrease to accumulated deficit of approximately $18 million, a decrease to additional paid-in capital of approximately $58 million, and an increase to convertible senior notes, current of approximately $40 million on ourthe consolidated financial statements.

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2. Cash Equivalents and Marketable Securities
At December 31, 2017,2021, cash equivalents and marketable securities consisted of the following (in thousands):
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Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value 
U.S. treasury debt securities $3,083 $— $(8)$3,075 
U.S. corporate debt securities 13,350 — (61)13,289 
Money market funds 49,452 — — 49,452 
$65,885 $— $(69)$65,816 
Included in cash and cash equivalents $49,452 $— $— $49,452 
Included in marketable securities $16,433 $— $(69)$16,364 
Amortized CostUnrealized GainsUnrealized LossesAggregate Fair Value
Money market funds$259,754 $— $— $259,754 
Commercial paper10,479 — — 10,479 
U.S. treasury debt securities54,809 (206)54,605 
Corporate debt securities161,792 (334)161,461 
Foreign government debt securities5,014 — 5,015 
$491,848 $$(540)$491,314 
Included in cash and cash equivalents$261,254 $— $— $261,254 
Included in marketable securities$230,594 $$(540)$230,060 
At December 31, 2016,2020, cash equivalents and marketable securities consisted of the following (in thousands):
Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value Amortized CostUnrealized GainsUnrealized LossesAggregate Fair Value
Money market fundsMoney market funds$265,578 $— $— $265,578 
Commercial paperCommercial paper21,489 — — 21,489 
U.S. treasury debt securities U.S. treasury debt securities $3,503 $— $(5)$3,498 U.S. treasury debt securities51,731 80 (2)51,809 
U.S. corporate debt securities 7,943 (7)7,937 
Money market funds 43,496 — — 43,496 
Corporate debt securitiesCorporate debt securities147,715 214 (47)147,882 
Foreign government debt securitiesForeign government debt securities1,025 — 1,027 
$54,942 $$(12)$54,931 $487,538 $296 $(49)$487,785 
Included in cash and cash equivalents Included in cash and cash equivalents $43,496 $— $— $43,496 Included in cash and cash equivalents$280,578 $— $— $280,578 
Included in marketable securities Included in marketable securities $11,446 $$(12)$11,435 Included in marketable securities$206,960 $296 $(49)$207,207 
The contractual maturities of the investments classified as marketable securities are as follows (in thousands):
As of December 31, 2021
Due within one year$138,637 
Due in one to two years91,423 
Due in three to five years— 
$230,060 
The following table presents gross unrealized losses and fair values for those cash equivalents and marketable securities that were in an unrealized loss position as of December 31, 2017,2021, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):
As of December 31, 2021
Less than 12 months12 months or greater
Fair ValueUnrealized LossFair ValueUnrealized Loss
U.S. treasury debt securities$46,553 $(206)$— $— 
Corporate debt securities156,588 (334)— — 
Total$203,141 $(540)$— $— 
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As of December 31, 2017 
Less than 12 months 12 months or greater 
Fair Value Unrealized Loss Fair Value Unrealized Loss 
U.S. treasury debt securities $1,976 $(7)$1,099 $(1)
U.S. corporate debt securities 13,289 (61)— — 
Total $15,265 $(68)$1,099 $(1)
We do not believe any of the unrealized losses represented an other-than-temporary impairmentrepresent credit losses based on our evaluation of available evidence which includes our intent as of December 31, 20172021, which includes an assessment of whether it is more likely than not we will be required to hold these investments untilsell the investment before recovery of the investment’s amortized cost basis is recovered. basis.


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3. Supplemental Consolidated Balance Sheet and Statement of Operations Information
Property and Equipment, net
Property and equipment, net as of December 31, 20172021 and 20162020 consisted of (in thousands):
As of December 31, As of December 31,
2017 2016 20212020
Buildings $36,608 $36,603 
Building under finance leaseBuilding under finance lease$21,574 $21,574 
Computers, equipment and software Computers, equipment and software 6,277 5,954 Computers, equipment and software10,495 7,995 
Furniture and fixtures Furniture and fixtures 8,428 8,283 Furniture and fixtures8,373 8,284 
Vehicles Vehicles 97 97 Vehicles97 97 
Leasehold improvements Leasehold improvements 4,669 4,682 Leasehold improvements7,907 7,755 
Construction in processConstruction in process361 93 
56,079 55,619 48,807 45,798 
Less: accumulated depreciation and amortization Less: accumulated depreciation and amortization (15,635)(13,029)Less: accumulated depreciation and amortization(19,986)(16,433)
$40,444 $42,590 $28,821 $29,365 
The following assets included in propertyAccumulated amortization related to finance leases was $2.7 million and equipment, net were acquired under capital$1.8 million as of December 31, 2021 and financing leases (see Note 5) (in thousands):
As of December 31, 
2017 2016 
Buildings $36,608 $36,603 
Computers and equipment 666 1,747 
37,274 38,350 
Less: accumulated amortization (5,891)(5,134)
$31,383 $33,216 
2020, respectively.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of December 31, 20172021 and 20162020 consisted of (in thousands):
As of December 31, 
2017 2016 
Accrued vacation $6,087 $4,368 
Accrued commissions 3,297 2,382 
Accrued bonuses 4,419 8,927 
Estimated health insurance claims 1,090 1,210 
ESPP employee contributions 1,419 — 
Accrued other liabilities 3,900 3,808 
$20,212 $20,695 

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Other Income, net
Other income, net for the years ended December 31, 2017, 2016 and 2015 consisted of (in thousands):
For the year ended December 31, 
2017 2016 2015 
Interest income $586 $286 $151 
Recognition of IEDA government grant — — 1,638 
Income from training reimbursement program 1,578 1,141 744 
(Losses) gains on foreign currency transactions (372)67 (293)
Other (9)62 
$1,783 $1,500 $2,302 
As of December 31,
20212020
Accrued vacation$11,221 $10,294 
Accrued commissions11,122 12,678 
Accrued bonuses8,292 6,573 
Accrued payroll4,494 2,631 
Estimated health insurance claims1,814 1,224 
Accrued interest1,455 1,455 
ESPP employee contributions5,349 4,269 
Customer deposits26,517 18,283 
Operating lease liabilities6,008 4,541 
Accrued other liabilities7,854 6,308 
$84,126 $68,256 

4. Fair Value Measurements
We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
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when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 - Inputs are unobservable inputs based on our assumptions.
Financial Assets
Cash equivalents primarily consist of AAA-rated money market funds with overnight liquidity and no stated maturities. We classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets.
When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. We validate, on a sample basis, the derived prices provided by the brokers by comparing their assessment of the fair values of our investments against the fair values of the portfolio balances of another third-party professional pricing service. As of December 31, 20172021 and 2016,2020, all of our marketable securities were valued using quoted prices for comparable instruments in active markets and are classified as Level 2.

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Based on our valuation of our money market funds and marketable securities, we concluded that they are classified in either Level 1 or Level 2 and we have no financial assets measured using Level 3 inputs.2. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
Fair Value Measurements as of December 31, 2017 Fair Value Measurements as of December 31, 2016 Fair Value Measurements as of December 31, 2021Fair Value Measurements as of December 31, 2020
Description Description Total Level 1 Level 2 Total Level 1 Level 2 DescriptionTotalLevel 1Level 2TotalLevel 1Level 2
Money market funds Money market funds $49,452 $49,452 $— $43,496 $43,496 $— Money market funds$259,754 $259,754 $— $265,578 $265,578 $— 
Commercial paperCommercial paper10,479 — 10,479 21,489 — 21,489 
U.S. treasury debt securities U.S. treasury debt securities 3,075 — 3,075 3,498 — 3,498 U.S. treasury debt securities54,605 — 54,605 51,809 — 51,809 
U.S. corporate debt securities 13,289 — 13,289 7,937 — 7,937 
Corporate debt securitiesCorporate debt securities161,461 — 161,461 147,882 — 147,882 
Foreign government debt securitiesForeign government debt securities5,015 — 5,015 1,027 — 1,027 
$65,816 $49,452 $16,364 $54,931 $43,496 $11,435 $491,314 $259,754 $231,560 $487,785 $265,578 $222,207 
Included in cash and cash equivalents Included in cash and cash equivalents $49,452 $43,496 Included in cash and cash equivalents$261,254 $280,578 
Included in marketable securities Included in marketable securities $16,364 $11,435 Included in marketable securities$230,060 $207,207 
We completed acquisitions during the year ended December 31, 2021. The values of the net assets acquired and any resulting goodwill were recorded at fair value using Level 3 inputs. The majority of the related current assets acquired and liabilities assumed were recorded at their carrying values as of the date of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and definite-lived intangible assets acquired in the acquisition was externally estimated primarily based on the income approach. The income approach estimates fair value
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based on the present value of the cash flows that the assets are expected to generate in the future. We developed internal estimates for the expected cash flows and discount rates used in the present value calculations.
Convertible Senior Notes
As of December 31, 2021, the fair value of our convertible senior notes was $614.7 million. The fair value was determined based on the quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy. See Note 8 to the consolidated financial statements for more information.
5. CommitmentsDeferred Costs
Deferred costs, which primarily consist of costs to obtain contracts with customers, were $64.2 million and Contingencies
Lease Commitments
We lease certain office and residential space under non-cancelable operating leases with various lease terms through June 2043. Rent expense$45.3 million for the years ended December 31, 2017, 20162021 and 20152020, respectively. Amortization expense for the deferred costs was $4.7 million,  $3.9$34.1 million and $3.7$21.0 million respectively.
In January 2018, we signed a new lease for approximately 30,000 square feet that will replace our existing offices in Denver and Boulder. The aggregate annual payments under the new lease will be approximately $1.0 million and are subject to annual increases over the lease term, which expires in February 2029.
We lease computer equipment under capital lease agreements that expire through September 2018. The total amount financed under these capital leases was $0.5 million during the year ended December 31, 2015. No new assets were financed under capital leases during the years ended December 31, 20172021 and 2016.
Build2020, respectively. There were no material impairment losses in relation to Suit
We entered into a lease agreement for land and an office building in Ames, Iowa, which was constructed in two phases. As part of the lease agreement, the landlord was responsible for constructing the building in accordance with our specifications and agreed to fund $11.8 millioncosts capitalized for the first phase and $11.1 million for the second phase of construction. We were the developer of the project and responsible for construction costs in excess of these amounts. As a result of this involvement, we were deemed the “owner” for accounting purposes during the construction period and were required to capitalize the construction costs associated with the office building. Upon completion of each phase of the project, we performed a sale-leaseback analysis pursuant to ASC 840, Leases, to determine if the building could be removed from the balance sheet. We determined there was continuing involvement, which precluded derecognition of the building. The construction liability of $11.8 million was reclassified to a financing obligation, and $17.1 million of costs capitalized during construction was placed in service during June 2013 for the initial phase. Upon completion of the second phase of the project, the construction liability of $11.1 million was reclassified to a financing obligation, and $19.9 million of costs capitalized during construction was placed in service during 2014.periods presented.
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6. Commitments and Contingencies
Total cash payments due under the arrangement were allocated on a relative fair value basis between rent related to the land lease and debt service payments related to the financing obligation. The portion of the lease payments allocated to the land is expensed on a straight-line basis over the term of the lease from the point we took possession of the land and including renewal periods where renewal was deemed reasonably assured at the inception of the lease. The lease contains purchase options to acquire the landlord’s interest in the land lease and building at any time beginning three years from the commencement date of the lease. In addition, the lease requires us upon certain events, such as a change in control, to purchase the building from the landlord. The purchase options were deemed to be fair value at the inception of the lease.
As of December 31, 2017, future estimated minimum lease payments under non-cancelable operating, capital and financing leases were as follows (in thousands):
Operating Leases Capital Leases Financing Obligations 
2018 $3,659 $66 $2,792 
2019 2,630 — 2,792 
2020 2,235 — 2,792 
2021 2,187 — 2,792 
2022 1,887 — 2,564 
Thereafter 6,246 — 25,650 
Total minimum lease payments $18,844 66 39,382 
Less: Amount representing interest (2)(19,853)
Present value of capital lease and financing obligations $64 $19,529 
Government Grants
Since 2009, we have participated in a program with a local area community college, enlisted by the state of Iowa, that provides reimbursement of training dollars spent on employees hired in Iowa. The community college funds training through the sale of certificates for the amount of anticipated training expenses to be incurred and an estimate of the costs to administer the program. At each payroll date, the state allows us to divert a specified portion of employee state income tax withholdings for the qualified employees to the community college. The community college uses the funds to pay for the program and principal and interest on the certificates. In the event that the funds generated from withholding taxes are insufficient to pay the principal and interest on the certificates, we would be liable for any shortfall. To date, we have entered into five agreements under this program. In addition, we have been reimbursed for training costs incurred for a total of 410 employees.
During the years ended December 31, 2017, 2016 and 2015, we were reimbursed $52,000, $83,000 and $0, respectively. We have concluded that the realization of these amounts is contingent on continuing employment levels. Therefore, in accordance with ASC 450, the amounts received are recorded on the balance sheet as a liability until all contingencies have been resolved. We release the liability to “Other income, net” on our statement of operations once the amounts diverted and paid to the community college have reduced the total principal and interest due on the certificates to a level below the amounts reimbursed to date. The amount recognized in other income is measured as the excess of the reimbursements received as of each balance sheet date over the total principal and interest due on the certificates, net of amounts diverted. To the extent we have not diverted amounts sufficient to reduce the principal and interest on the certificates to a level below the reimbursements received for each of the programs, there is no benefit recorded in the statement of operations.

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During the years ended December 31, 2017, 2016 and 2015, the total benefit recorded on the statement of operations was $1.6 million, $1.0 million and $744,000, respectively. At December 31, 2017 and 2016, there was $261,000 and $1.8 million included in “Deferred government grant obligation” on the consolidated balance sheet, respectively. The deferred liability is classified as current or non-current based on the estimated timing of when the amounts will be recorded as income. At December 31, 2017 and 2016, there was $217,000 and $1.0 million classified as a current liability, respectively.
In February 2011, we received financing from the Iowa Economic Development Authority (IEDA) that provided for a grant in the form of a forgivable loan totaling $2.3 million. In December 2015, after completing the project close out procedures, IEDA determined that 10 of the 251 positions originally hired under this grant did not meet minimum wage requirements resulting in a repayment of $88,000. The remaining balance under the forgivable loan portion of this government grant of $2.2 million was recognized during the fourth quarter of 2015, with $608,000 recorded as a reduction of our property and equipment and $1.6 million included in “Other income, net” on the consolidated statement of operations. At December 31, 2017 and 2016, there were no amounts outstanding related to the forgivable loan included in “Deferred government grant obligation” on the consolidated balance sheet.
Other Purchase Commitments
In November 2017, we enteredWe enter into an agreementcertain non-cancelable agreements with a third party providerthird-party providers for our use of cloud services and cloud infrastructure services for a periodin the ordinary course of two years beginning December 1, 2017. The agreement provides thatbusiness. Under these agreements, we are committed to pay $4.1purchase $13.7 million in fiscal year 2022, $13.5 million in fiscal year 2023, and $4.8$11.1 million during the years ended December 31, 2018 and 2019, respectively.in fiscal year 2024.
Litigation
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We evaluate the development of legal matters on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of any currently pending legal proceedings to which we are a party will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

7. Leases
6. Debt
Other Long-Term Debt
In August 2014, we entered into a $15.0 million credit facilityWe lease certain office space, residential space, buildings and land with Silicon Valley Bank, which was subsequently amended.various lease terms through June 2043. Certain office leases include 1 or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years. The credit facility can be usedexercise of lease renewal options is at our sole discretion and are assessed whether to fund working capital and general business requirements and matures in August 2018. The credit facility is secured by allfactor as part of our assets, has first priority over our other debt obligations, and requiresthe lease term at lease inception. Our leases generally require us to maintain certain financial covenants, includingpay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base or fixed rent.
The components of lease expense recognized in the maintenanceconsolidated statements of at least $5.0 million of cash on hand or unused borrowing capacity. The credit facility contains certain restrictive covenants that limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquire other companies, pay dividends, incur additional indebtedness and liens, experience changes in management and enter into new businesses. The credit facility has a variable interest rate equal to the bank’s prime lending rate with interest payable monthly and the principal balance due at maturity. The credit facility’s interest rate was 4.5% at December 31, 2017. We recorded no interest expense for the years ended December 31, 2017, 2016 and 2015 related to such debt agreement. No amountsoperations were outstanding under the credit facility as of December 31, 2017 and 2016.

follows (in thousands):
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7.
Year ended December 31,
202120202019
Operating lease cost$4,750 $4,475 $3,544 
Finance lease cost:
Amortization of right-of-use assets880 922 926 
Interest on lease obligations956 1,197 1,306 
Short-term lease cost1,667 1,727 1,324 
Variable lease cost1,163 1,214 923 
$9,416 $9,535 $8,023 

Supplemental cash flow information related to leases was as follows (in thousands):
Year ended December 31,
202120202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,028 $5,350 $4,018 
Finance cash flows from finance leases1,705 1,641 1,565 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$6,299 $4,121 $2,207 
Finance leases— — — 
Other supplemental information related to leases was as follows:
As of December 31,
202120202019
Weighted Average Remaining Lease Term (in years)
Operating leases5.76.57.6
Finance leases21.422.423.4
Weighted Average Discount Rate
Operating leases4.9 %5.5 %5.7 %
Finance leases5.5 %5.5 %6.0 %
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As of December 31, 2021, the aggregate annual lease obligations were as follows (in thousands):
Operating LeasesFinance Leases
2022$6,946 $2,436 
20235,561 1,315 
20244,247 1,315 
20252,572 1,315 
20261,536 1,315 
Thereafter5,439 18,661 
Total lease obligations26,301 26,357 
Less: Amount representing interest(3,885)(9,695)
Net lease obligations$22,416 $16,662 

8. Debt
Convertible Senior Notes
In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including the exercise in full by the initial purchasers of their option to purchase an additional $45.0 million principal amount (the “Notes”). The Notes were issued pursuant to an indenture and are senior, unsecured obligations of the Company. The Notes bear interest at a fixed rate of 1.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. Proceeds from the issuance of the Notes totaled $335.9 million, net of initial purchaser discounts and issuance costs.
The initial conversion rate is 12.4756 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $80.16 per share, subject to adjustment upon the occurrence of specified events.
Holders of the Notes may convert all or a portion of their Notes prior to the close of business on May 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (and only during such calendar quarter), if the last reported sale price of our Class A common stock, par value $0.001 per share (which we refer to in this offering memorandum as our “Class A common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the 5 consecutive business day period immediately following any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day;
if we call any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
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upon the occurrence of certain specified corporate events as set forth in the indenture.
On or after May 16, 2026, holders of the Notes may convert their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes.
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election, in the manner and subject to the terms and conditions provided in the indenture. It is our current intent to settle conversions through a combination settlement of cash and shares of our Class A common stock with a specified dollar amount per $1,000 principal amount of Notes of $1,000.
If we undergo a fundamental change (as defined in the indenture), holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or notice of redemption, as the case may be.
The Company may redeem for cash all or any portion of the Notes, at its option, on or after August 21, 2023, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability components from the par value of the Notes. The difference represents the debt discount that is amortized to interest expense at an effective interest rate of 4.3% over the term of the Notes. The carrying amount of the equity component was $60.1 million and is recorded in additional paid-in-capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the issuance costs related to the Notes, we allocated the total amount incurred to the liability and equity components of the Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were $7.5 million. The issuance costs allocated to the liability component are amortized to interest expense under the effective interest rate method over the contractual term of the Notes. Issuance costs attributable to the equity component of the Notes were $1.6 million and are netted against the equity components representing the conversion option in additional paid-in capital.
During the third and fourth quarters of 2021 one of the conversion conditions was met and the Notes are convertible at the option of the holders through March 31, 2022. Specifically, the last reported sale price of our Class A common stock exceeded 130% of the conversion price of the Notes for more than 20 trading days during the 30 consecutive trading days ended September 30, 2021 and December 31, 2021. As a result, the Notes are classified as current liabilities on the condensed consolidated balance sheet as of December 31, 2021. As of December 31, 2021, and through the date of this filing, we have not received any conversion requests for the Notes.
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As of December 31, 2021 the if-converted value of the Notes exceeded the principal amount by $216.6 million.
As of December 31, 2021, the remaining life of the Notes is approximately 4.8 years.
The net carrying amount of the liability and equity components of the Notes was as follows (in thousands):
As of December 31,
20212020
Liability component:
Principal$345,000 $345,000 
Unamortized discount(41,193)(49,346)
Unamortized issuance costs(5,146)(6,164)
Net carrying amount$298,661 $289,490 
Equity component, net of purchase discounts and issuance costs$58,560 $58,560 
Interest expense related to the Notes is as follows (in thousands):
Year ended December 31,
202120202019
Contractual interest expense$3,881 $3,880 $1,444 
Amortization of debt discount8,153 7,901 2,900 
Amortization of issuance costs1,018 988 362 
Total interest expense$13,052 $12,769 $4,706 

9. Stockholders’ Equity (Deficit)
We have two2 classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and our Class B common stock are identical, except with respect to voting and conversion. Each share of our Class A common stock is entitled to one1 vote per share and is not convertible into any other shares of our capital stock. Each share of our Class B common stock is entitled to ten10 votes per share and is convertible into one1 share of our Class A common stock at any time. Our Class B common stock also will automatically convert into shares of our Class A common stock upon certain transfers and other events.

8.10. Stock-Based Compensation
We grant stock-based incentive awards to attract, motivate and retain qualified employees, non-employee directors and consultants, and to align their financial interests with those of our stockholders. We utilize stock-based compensation in the form of restricted stock awards, restricted stock units, options to purchase Class A common stock and ESPP purchase rights. Prior to our corporate conversion in December 2014, awards were provided under the 2009 Unit Incentive Plan (the(“the 2009 Plan)Plan”). Immediately prior to our IPO, theThe 2009 Plan was amended to provide that no further awards will be issued thereunder, and our board of directors and stockholders adopted and approved our 2014 Equity Incentive Plan (the(“the 2014 PlanPlan” and, together with the 2009 Plan, the Plans)“the Plans”).
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As of December 31, 2017,2021, awards granted under the 2009 Plan consisted of stock options and awards granted under the 2014 Plan consisted of stock options restricted stock awards and restricted stock units. There were no other grants of any other award types under the Plans.
In June 2016, stockholders approved an amendment to the 2014 Plan that increased the number of shares available for grant by 3,900,000. As of December 31, 2017, 1,999,4152021, 1,180,086 shares of Class A common stock were available for grant under the 2014 Plan.
Our Employee Stock Purchase Plan (“ESPP”)ESPP became effective on June 13, 2017. Under the ESPP, eligible employees are granted options to purchase shares of Class A common stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about July 15 and January 15 and are exercisable on or about the succeeding January 14 and July 14, respectively, of each year. As of December 31, 2017, 5,000,0002021, 4,296,514 shares of Class A common stock were available for issuance under the ESPP. No participant may purchase more than $12,500 worth of Class A common stock in a six-monthsix-month offering period. The ESPP’s initial offering period began in July 2017. As of December 31, 2017, we held employee contributions of approximately $1.4 million for future purchases under the ESPP included within accrued expenses and other current liabilities on the consolidated balance sheet. Accordingly, no shares of Class A common stock had been purchased or distributed pursuant to the ESPP as of December 31, 2017.

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Stock-Based Compensation Expense
Stock-based compensation expense was recorded in the following cost and expense categories consistent with the respective employee or service provider’s related cash compensation (in thousands):
Year ended December 31, 
2017 2016 2015 
Cost of revenue 
Subscription and support $738 $493 $363 
Professional services 465 411 349 
Operating expenses 
Research and development 2,224 2,365 1,924 
Sales and marketing 2,983 2,075 1,727 
General and administrative 13,066 8,903 6,637 
Total $19,476 $14,247 $11,000 
The fair value of each option grant and ESPP purchase right is estimated on the date of grant using the Black-Scholes option-pricing model. For stock options, expected volatility is based on the historical volatility of our Class A common stock and historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the options. For the ESPP purchase rights, expected volatility is based on the historical volatility of our Class A common stock. The expected term represents the period of time the options and the ESPP purchase rights are expected to be outstanding. For stock options, the expected term is based on the “simplified method” as defined by SEC Staff Accounting Bulletin No. 110 (Topic 14.D.2). We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the options. The expected term for the ESPP purchase rights approximates the offering period. The risk-free interest rate is based on yields on U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) with a maturity similar to the estimated expected term of the options and ESPP purchase rights.
The fair value of our stock options and ESPP purchase rights was estimated assuming no expected dividends and the following weighted-average assumptions:
Year ended December 31, 
2017 2016 2015 
Stock Options 
Expected term (in years) 0.2 - 6.1 6.0 - 6.1 6.1
Risk-free interest rate 1.5% - 2.2% 1.2% - 2.1% 1.4% - 1.9% 
Expected volatility 23.7% - 43.8% 43.0% - 45.3% 42.4% - 47.1% 
ESPP 
Expected term (in years) 0.5— — 
Risk-free interest rate 1.2%  —%  —%  
Expected volatility 28.5%  —%  —%  

Year ended December 31,
202120202019
Cost of revenue
Subscription and support$2,868 $1,709 $1,554 
Professional services1,729 1,434 1,725 
Operating expenses
Research and development9,590 8,100 8,006 
Sales and marketing13,901 11,062 8,792 
General and administrative20,545 23,466 15,707 
Total$48,633 $45,771 $35,784 
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Stock Options
The following table summarizes the option activity under the Plans for the year ended December 31, 2017:2021:
Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 




Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate Intrinsic Value
(in thousands) (in thousands)
Outstanding at December 31, 2016 7,532,455 $12.22 7.2$19,988 
Outstanding at December 31, 2020Outstanding at December 31, 20202,903,167 $14.48 4.7$223,941 
Granted Granted 2,111,253 16.10 Granted— — 
Forfeited Forfeited (339,111)14.93 Forfeited(6,895)19.29 
Exercised Exercised (1,158,820)10.77 Exercised(1,141,092)14.55 
Outstanding at December 31, 2017 8,145,777 $13.33 7.0$65,913 
Outstanding at December 31, 2021Outstanding at December 31, 20211,755,180 $14.42 4.0$203,720 
Exercisable at December 31, 2017 4,607,812 $11.49 5.7$45,653 
Exercisable at December 31, 2021Exercisable at December 31, 20211,755,180 $14.42 4.0$203,720 
Options to purchase Class A common stock generally vest over a three- or four-yearfour-year period and are generally granted for a term of ten years. The total intrinsic value of options exercised during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $9.8$123.4 million, $3.9$55.8 million and $8.4$75.6 million, respectively.
The weighted-average grant-date fair value ofNo options were granted during the years ended December 31, 2017, 20162021, 2020 and 2015 was $6.79, $6.79 and $6.53, respectively.2019. The total fair value of options vested during the years ended December 31, 2017, 20162021, 2020 and 20152019 was approximately $10.2$0.9 million, $9.3$3.5 million and $8.7$5.8 million, respectively. TotalAs of December 31, 2021 there was no unrecognized compensation expense of $19.7 million related to options will be recognized over a weighted-average period of 2.5 years.options.
Restricted Stock AwardsUnits
We haveRestricted stock units granted restricted stock awards to our executive officers thatemployees generally vest inover a three- or four-year period in equal, annual installments from the date of grant andor with three-year cliff vesting. Restricted stock units granted to non-employee members of our Board of Directors with one-year cliff vesting from the date of grant. The recipient of an award of restricted stock under the Plan may vote and receive dividends on the shares of restricted stock covered by the award. The fair value for restricted stock awards is calculated based on the stock price on the date of grant. The total fair value of restricted stock awards vested during the years ended December 31, 2017, 2016, and 2015 was approximately $2.7 million, $3.3 million, and $750,000 respectively.

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The following table summarizes the restricted stock award activity under the Plan for the year ended December 31, 2017:
Number of Shares Weighted-Average Grant Date Fair Value 
Unvested at December 31, 2016 353,335 $13.40 
Granted — — 
Forfeited — — 
Vested (190,003)13.40 
Unvested at December 31, 2017 163,332 $13.40 
Compensation expense associated with unvested restricted stock awards is recognized on a straight-line basis over the vesting period. At December 31, 2017, there was approximately $0.2 million of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 0.1 years.
Restricted Stock Units
Wegenerally have granted restricted stock units to our executive officers that vest in three equal annual installments from the date of grant and to non-employee members of our Board of Directors with one-yearone-year cliff vesting from the date of grant. The recipient of a restricted stock unit award under the 2014 Plan will have no rights as a stockholder until share certificates are issued by us, but, at the discretion of our Compensation Committee, has the right to receive a dividend equivalent payment in the form of additional restricted stock units. Additionally, until the shares are issued, they have no voting rights and may not be bought or sold. The fair value for restricted stock unit awards is calculated based on the stock price on the date of grant. The total fair value of restricted stock units vested during the year ended December 31, 2017 was approximately $3.6 million. No restricted stock units vested during the years ended December 31, 2016 or 2015.2021, 2020, and 2019 was approximately $54.9 million, $27.7 million, and $8.8 million, respectively.
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The following table summarizes the restricted stock unit activity under the Plan for the year ended December 31, 2017:2021:
Number of Shares Weighted-Average Grant Date Fair Value Number of SharesWeighted-Average Grant Date Fair Value
Unvested at December 31, 2016 381,952 $15.11 
Unvested at December 31, 2020Unvested at December 31, 20202,904,616 $35.72 
Granted Granted 413,792 13.95 Granted916,634 109.64 
Forfeited Forfeited — — Forfeited(218,852)64.36 
Vested(1)
Vested(1)
(221,672)14.48 
Vested(1)
(1,710,699)31.89 
Unvested at December 31, 2017 574,072 $14.51 
Unvested at December 31, 2021Unvested at December 31, 20211,891,699 $73.04 
(1) As ofDuring the year ended December 31, 2017,2021, in accordance with our Nonqualified Deferred Compensation Plan, recipients of 191,485402,832 shares had elected to defer settlement of the vested restricted stock units and 270,567 were released from deferral. This resulted in accordance with our Nonqualified Deferred Compensation Plan.total deferred units of 695,869 as of December 31, 2021.
Compensation expense associated with unvested restricted stock units is recognized on a straight-line basis over the vesting period. At December 31, 2017,2021, there was approximately $5.0$100.6 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 1.62.7 years.
Employee Stock Purchase Plan
The fair value of each option grant issued under the ESPP is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on the historical volatility of our Class A common stock, and the expected term represents the period of time the ESPP purchase rights are expected to be outstanding and approximates the offering period. The risk-free interest rate is based on yields on U.S. Treasury STRIPS (“Separate Trading of Registered Interest and Principal of Securities”) with a maturity similar to the estimated expected term of the ESPP purchase rights.
The fair value of our ESPP purchase rights was estimated assuming no expected dividends and the following weighted-average assumptions:
Year ended December 31,
202120202019
ESPP
Expected term (in years)0.50.50.5
Risk-free interest rate0.1%0.2% - 1.5%1.9% - 2.6%
Expected volatility41.8% - 45.0%40.6% - 61.0%35.0% - 49.0%
The following table summarizes the ESPP activity under the Plan for the years ended December 31, 2021, 2020 and 2019:
For the year ended December 31,
202120202019
Shares issued148,864 186,855 188,390 
Weighted-average purchase price$59.52 $38.68 $26.13 
Total proceeds (in thousands)$8,861 $7,227 $4,922 
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Employee Stock Purchase Plan
Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. At December 31, 2017,2021, there was approximately $27,000$129,438 of total unrecognized compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.03 years.

14 days.
9.11. Accumulated Other Comprehensive Income
The following table summarizes the activity of accumulated other comprehensive income during the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
Accumulated translation adjustment Accumulated unrealized holding gains (losses) on available-for-sale securities Accumulated other comprehensive income 
Balance at December 31, 2014 $147 $— $147 
Other comprehensive income (loss) 133 (39)94 
Balance at December 31, 2015 280 (39)241 
Other comprehensive income 18 32 50 
Balance at December 31, 2016 298 (7)291 
Other comprehensive loss (159)(60)(219)
Balance at December 31, 2017 $139 $(67)$72 
Accumulated translation adjustmentAccumulated unrealized holding gains (losses) on available-for-sale securitiesAccumulated other comprehensive income (loss)
Balance at December 31, 2018$165 $(67)$98 
Other comprehensive income13 176 189 
Balance at December 31, 2019178 109 287 
Other comprehensive (loss) income(137)80 (57)
Balance at December 31, 202041 189 230 
Other comprehensive income (loss)266 (784)(518)
Balance at December 31, 2021$307 $(595)$(288)

10. Segments12. Acquisitions
Our chief operating decision maker reviews financial information presented on a consolidated basis for purposesMark V Systems Limited
On December 29, 2021, we acquired all of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components belowstock in Mark V Systems Limited, the author of the only open source eXtensible Business Reporting Language validation engine, which ensures the continued accessibility of the open source validation engine. The acquisition was not material to the consolidated unit level. Accordingly,financial statements.
AuditNet, LLC
On December 10, 2021, we determined we have one operating and reportable segment. During the years ended December 31, 2017, 2016 and 2015,  92.1%, 93.8% and 94.3% of our revenue, respectively, and substantiallyacquired all of the membership interests in AuditNet, LLC, a global audit content and services provider, which strengthens Workiva’s risk and assurance offerings. The acquisition was not material to the consolidated financial statements.
OneCloud, Inc.
On July 30, 2021, we acquired all of the equity interest in OneCloud, Inc. (“OneCloud”), an integration platform as a service (“iPaaS”) company, in order to extend our long-lived assets were attributableintegration and data preparation capabilities, for $35.1 million, net of cash acquired of $1.5 million.
We previously held an investment in OneCloud which was accounted for as an investment in equity securities. Prior to operationsperforming purchase accounting we remeasured the previous ownership interest to fair value, increasing the value to $4.7 million, which resulted in a gain of $3.7 million recorded in other income (expense), net in the United States. 

condensed consolidated statement of operations.
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11.The transaction has been accounted for as a business combination and the purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The goodwill recognized was primarily attributable to the assembled workforce and strategic benefits that are expected to be achieved and is not deductible for income tax purposes.
The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed at the date of acquisition (in thousands):
Cash consideration$36,564 
Previously held equity interest4,698 
Total consideration$41,262 
Cash$1,497 
Intangible assets7,000 
Goodwill34,556 
Other assets548 
Deferred revenue(900)
Deferred tax liability(1,265)
Other liabilities(174)
Fair value of assets and liabilities$41,262 
We incurred costs related to the acquisition of approximately $0.4 million during the year ended December 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our condensed consolidated statements of operations.
The amount of revenues and net loss from the acquisition included in our consolidated statements of operations for the year ended December 31, 2021 were insignificant.
13. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill were as follows (in thousands):
December 31, 2020$— 
Acquisition and purchase accounting adjustment34,556 
December 31, 2021$34,556 
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Intangible Assets
The following table presents the components of net intangible assets (in thousands):
December 31, 2021December 31, 2020
Weighted Average Useful Life (Years)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Acquired technology4$7,920 $(701)$7,219 $— $— $— 
Acquired customer-related8.7360 (14)346 — — — 
Acquired trade names21,478 (21)1,457 — — — 
Patents102,740 (1,328)1,412 2,538 (955)1,583 
Total5.2$12,498 $(2,064)$10,434 $2,538 $(955)$1,583 
Amortization expense related to intangible assets was $1.1 million, $0.4 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, expected remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):
2022$3,074 
20232,962 
20242,201 
20251,473 
2026163 
Thereafter561 
Total expected amortization expense$10,434 
14. Geographic Information
Revenues by geographical region consisted of the following (in thousands):
For the year ended December 31,
202120202019
Subscription and support revenue
Americas$342,673 $273,574 $233,653 
Other36,666 22,303 12,112 
Professional services revenue
Americas58,312 51,142 49,323 
Other5,634 4,575 2,803 
$443,285 $351,594 $297,891 
Revenues by geography are generally based on the country of the customer as specified in our subscription order. Total Americas revenue attributed to the United States was approximately 93%, 94%, and 95% during each of the years ended December 31, 2021, 2020, and 2019, respectively. No other country represented more than 10% of total revenue during the years presented.
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Our long-lived assets, which primarily consist of property and equipment and operating lease right-of-use assets, are attributed to a country based on the physical location of the assets. Aggregate long-lived assets by geographical region consisted of the following (in thousands):
For the year ended December 31,
20212020
United States$40,585 $42,422 
United Kingdom4,437 69 
Other1,559 2,718 
$46,581 $45,209 
15. Revenue Recognition
Disaggregation of Revenue
The following table presents our revenues disaggregated by industry (in thousands):
For the year ended December 31,
202120202019
Information technology$47,697 $34,878 $30,798 
Diversified financials57,470 44,326 34,614 
Consumer discretionary41,826 34,029 29,147 
Industrials59,797 46,764 39,210 
Healthcare39,394 30,676 24,764 
Banks46,702 39,630 33,573 
Insurance27,206 21,993 18,047 
Energy21,093 18,380 18,113 
Real estate21,042 18,070 16,572 
Utilities21,319 13,561 12,231 
Materials19,357 16,321 14,761 
Public administration13,719 11,433 6,974 
Consumer staples13,146 10,683 9,570 
Other13,517 10,850 9,517 
Total revenues$443,285 $351,594 $297,891 
Revenues by industry are derived from leading software providers. In 2021 we refined our policy surrounding customer industry categorization and accordingly the prior year amounts have been updated to reflect these refinements.
The following table presents our revenues disaggregated by type of good or service (in thousands):
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For the year ended December 31,
202120202019
Subscription and support$379,340 $295,877 $245,765 
XBRL professional services44,763 38,032 38,734 
Other services19,182 17,685 13,392 
Total revenues$443,285 $351,594 $297,891 
Deferred Revenue
During the year ended December 31, 2021, we recognized $239.3 million of revenue that was included in the deferred revenue balance at the beginning of the period.
Transaction Price Allocated to the Remaining Performance Obligations
As of December 31, 2021, revenue of approximately $576.2 million is expected to be recognized from remaining performance obligations for subscription contracts. We expect to recognize approximately $336.0 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
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16. Income Taxes
Loss before income tax provision (benefit) consisted of the following (in thousands):
For the year ended December 31, For the year ended December 31,
2017 2016 2015 202120202019
United States United States $(44,246)$(43,952)$(42,788)United States$(41,567)$(50,193)$(46,580)
Foreign Foreign (119)(1)(618)Foreign2,467 1,504 (760)
Total Total $(44,365)$(43,953)$(43,406)Total$(39,100)$(48,689)$(47,340)
The provision (benefit) for income taxes consisted of the following (in thousands):
For the year ended December 31, For the year ended December 31,
2017 2016 2015 202120202019
Current Current Current
FederalFederal$— $— $— 
State State $42 $12 $69 State98 120 59 
Foreign Foreign 19 44 — Foreign479 (148)252 
Total Current Total Current $61 $56 $69 Total Current$577 $(28)$311 
Deferred Deferred Deferred
Federal Federal $— $(32)$(76)Federal$(1,252)$— $(65)
StateState(374)— — 
ForeignForeign(321)(263)(107)
Total Deferred Total Deferred $— $(32)$(76)Total Deferred$(1,947)$(263)$(172)
Total Total $61 $24 $(7)Total$(1,370)$(291)$139 

During the years ended December 31, 2021, 2020 and 2019, we recorded a federal income tax benefit of $1,252,000, $0, and $65,000, respectively. The current year benefit was related to current year acquisitions. As the reversal of the acquired net deferred tax liabilities will be recognized on future tax returns, these provide an objective source of taxable income. Therefore, a corresponding portion of our valuation allowance has been released to reflect this availability, resulting in a federal and state tax benefit reflected in the table above. The prior year federal benefit was primarily related to the allocation of tax expense (benefit) between continuing operations and other comprehensive income (loss) when applying the exception to the ASC 740 intraperiod tax allocation rule. Prior to the adoption of ASU 2019-12, intraperiod tax allocation rules required us to allocate the provision for income taxes between continuing operations and other categories of earnings, such as other comprehensive income. In periods in which we have a year-to-date pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as other comprehensive income, we must allocate the tax provision to the other categories of earnings and then record a related tax benefit in continuing operations. This exception to the general rule applies even when a valuation allowance is in place at the beginning and end of the year.
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In response to the COVID-19 pandemic, the Canada Revenue Agency extended the filing due dates allowing for the Scientific Research and Experimental Development (“SR&ED”) reporting deadlines to be extended for six months, but no later than December 31, 2020. We were able to leverage this deadline extension and amended our 2018 Canadian return for the SR&ED credit thus generating a current and deferred foreign tax benefit for the year ended December 31, 2020.
The items accounting for the difference between income taxes computed at the federal statutory income tax rate and the provision for income taxes consisted of the following (in thousands):
For the year ended December 31,
202120202019
Federal statutory rate21.0 %21.0 %21.0 %
Effect of:
Tax benefit at federal statutory rate$(8,211)$(10,225)$(9,941)
State taxes, net of federal benefit(15,350)(3,394)(4,985)
Revaluation of deferred tax items due to tax rate change (state)— (404)— 
Section 162(m) limitations9,008 6,682 2,944 
Stock-based compensation(49,020)(12,665)(14,728)
Nondeductible permanent items1,422 2,001 1,103 
Tax benefit of federal R&D credit(3,694)(3,509)(3,141)
Valuation allowance63,369 21,981 29,068 
Other1,106 (758)(181)
Total income tax provision$(1,370)$(291)$139 

For the year ended December 31, 
2017 2016 2015 
Federal statutory rate 35.0 %35.0 %35.0 %
Effect of: 
Tax benefit at federal statutory rate $(15,528)$(15,384)$(15,192)
State taxes, net of federal benefit (1,802)(1,377)(1,833)
Revaluation of deferred tax items due to tax rate change (federal and state) 22,880 — — 
Revaluation of deferred tax asset for current year net operating loss due to tax rate change 4,134 — — 
Permanent differences including section 162(m) limitations, stock compensation, gain on foreign restructuring, and meals & entertainment 5,141 1,292 636 
Tax benefit of federal R&D credit (2,366)(1,781)(1,270)
Recognition of excess tax benefits related to share-based payments (3,606)— — 
Valuation allowance (8,586)17,013 17,697 
Other (206)261 (45)
Total income tax provision $61 $24 $(7)
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The components of deferred tax assets and liabilities were as follows (in thousands):
As of December 31, 
2017 2016 
Deferred tax assets: 
Property and equipment $15 $12 
Accruals and reserves 199 1,104 
Deferred rent 931 1,565 
Compensation and benefits 11,973 16,048 
Deferred revenue 4,762 3,255 
Net operating loss and credits 41,108 45,625 
Other 167 180 
Total deferred tax assets 59,155 67,789 
Valuation allowance (58,639)(67,225)
Total deferred tax assets 516 564 
Deferred tax liabilities: 
Property and equipment (440)(403)
Other deferred tax liabilities (76)(161)
Deferred tax liabilities (516)(564)
Total $— $— 
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On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as the "Tax Cuts and Jobs Act" (the "TCJA"). The TCJA makes widespread changes to the Internal Revenue Code, including, among other items, a reduction in the federal corporate tax rate from 35% to 21%, effective January 1, 2018. The carrying value of our deferred tax assets and liabilities is also determined by the enacted U.S. corporate income tax rate. Consequently, any changes in the U.S. corporate income tax rate will impact the carrying value of our deferred tax assets and liabilities. Under the new corporate income tax rate of 21%, deferred income tax assets, net have decreased by $22.9 million and the valuation allowance has decreased by $22.9 million. There was no net effect of the tax reform enactment on the financial statements as of December 31, 2017.
We continue to evaluate the impacts of the TCJA and will consider additional guidance from the U.S. Treasury Department, IRS or other standard-setting bodies. Further adjustments, if any, will be recorded by us during the measurement period in 2018 as permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act
Effective July 1, 2017, the Company completed a restructuring of its foreign operations. A newly formed holding company was set up in the United Kingdom, Workiva Holdings Limited, which will be treated as a controlled foreign corporation from a U.S. income tax perspective. The outstanding stock ownership of the existing foreign subsidiaries were contributed to Workiva Holdings Limited, effective July 1, 2017, which triggered a taxable gain for the difference in fair market value compared to the tax basis in the entities for U.S. income tax purposes. The estimated gain recorded is $13.9 million which is included as a permanent book-tax difference. The gain is expected to be fully offset by current year net operating losses.
As of December 31,
20212020
Deferred tax assets:
Property and equipment$2,770 $2,636 
Accruals and reserves48 173 
Lease liability9,014 9,984 
Compensation and benefits15,266 19,035 
Deferred revenue21,709 11,753 
Net operating loss and credits150,448 91,300 
Interest expense4,035 2,521 
Other546 347 
Total deferred tax assets203,836 137,749 
Valuation allowance(174,771)(111,402)
Total deferred tax assets29,065 26,347 
Deferred tax liabilities:
Property and equipment(48)(10)
Right-of-use asset(8,275)(8,772)
Convertible notes(10,916)(13,076)
Acquired intangibles(2,022)— 
Deferred commissions(6,761)(3,900)
Other deferred tax liabilities(321)(222)
Deferred tax liabilities(28,343)(25,980)
Total$722 $367 
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017.2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, we recognized a full valuation allowance against our net US deferred tax asset at December 31, 2017,2021, because we believe it is more likely than not that these benefits will not be realized.
As of December 31, 2017,2021, we have federal and state net operating loss carryforwards of approximately $133.8$481.8 million and $101.2$466.9 million, respectively, available to reduce any future taxable income. The federal net operating loss carryforwards will expire in varying amounts between years 2034beginning in 2034. Federal and 2037.some state net operating losses incurred after 2017 will have an indefinite carryforward. The state net operating loss carryforwards will expire in varying amounts between years 2021 and 2037.beginning in 2021. Additionally, we have total net operating loss carryforwards from international operations of $480,000$2.9 million that will expire in varying amounts beginning in 2033.do not expire. We also have approximately $6.0$19.8 million of federal and $1.3$3.1 million of state tax credit carryforwards as of December 31, 2017.2021. The federal credits will expire in varying amounts between the years 2034 and 2037.2040. The state credits expire beginning in 2021.

2022. Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code, as amended, and similar state provisions.
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A reconciliation of the gross unrecognized tax benefits is as follows (in thousands):
For the year ended December 31, 
2017 2016 
Unrecognized tax benefits-beginning of period $168 $— 
Additions for tax positions related to prior year — 168 
Reductions for tax positions related to prior year — — 
Foreign currency adjustments 23 — 
Additions for tax positions related to current year — — 
Unrecognized tax benefits-end of period $191 $168 
We have analyzed our inventory of tax positions taken with respect to all applicable income tax issues for all open tax years. The gross unrecognized tax benefits, if recognized, would not materially affect the effective tax rate as of December 31, 2017,2021, due to the availability of net operating losses.
We do not expect our gross unrecognized tax benefits to change significantly over the next 12 months. Our policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of our income tax provision. Interest and penalties were not significant during the years ended December 31, 2017, 2016 and 2015.

We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2017,2021, tax years for 20142017 through 20172020 are subject to examination by the tax authorities. With few exceptions,Generally, as of December 31, 2017,2021, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2014. 2017. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward.

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17. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including our convertible senior notes, outstanding stock options, stock related to unvested restricted stock, awards, and common stock issuable pursuant to the ESPP to the extent dilutive. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.
The net loss per share is allocated based on the contractual participation rights of the Class A and Class B common shares as if the loss for the year has been distributed. As the liquidation and dividend rights are identical, the net loss is allocated on a proportionate basis.
We consider unvested restricted stock awards granted under the 2014 Equity Incentive Plan to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares. In future periods to the extent we are profitable, we will subtract earnings allocated to these participating securities from net income to determine net income attributable to common stockholders.

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A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share data):
Year ended Year ended
December 31, 2017December 31, 2016December 31, 2015December 31, 2021December 31, 2020December 31, 2019
Class A Class B Class A Class B Class A Class B Class AClass BClass AClass BClass AClass B
Numerator Numerator Numerator
Net loss Net loss $(33,016)$(11,410)$(31,644)$(12,333)$(30,075)$(13,324)Net loss$(32,724)$(5,006)$(39,966)$(8,432)$(38,135)$(9,344)
Denominator Denominator Denominator
Weighted-average common shares outstanding - basic and diluted Weighted-average common shares outstanding - basic and diluted 30,929,899 10,688,939 29,265,605 11,405,528 27,617,350 12,235,274 Weighted-average common shares outstanding - basic and diluted44,343,177 6,783,333 40,007,839 8,440,327 37,190,224 9,112,432 
Basic and diluted net loss per share Basic and diluted net loss per share $(1.07)$(1.07)$(1.08)$(1.08)$(1.09)$(1.09)Basic and diluted net loss per share$(0.74)$(0.74)$(1.00)$(1.00)$(1.03)$(1.03)
The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows:
As of December 31, As of December 31,
2017 2016 2015 202120202019
Shares subject to outstanding common stock options Shares subject to outstanding common stock options 8,145,777 7,532,455 6,969,133 Shares subject to outstanding common stock options1,755,180 2,903,167 4,353,167 
Shares subject to unvested restricted stock awards 163,332 353,335 600,025 
Shares subject to unvested restricted stock unitsShares subject to unvested restricted stock units1,891,699 2,904,616 3,039,020 
Shares issuable pursuant to the ESPP Shares issuable pursuant to the ESPP 85,509 — — Shares issuable pursuant to the ESPP53,877 94,390 76,466 
Additionally, approximately 4.3 million shares of our Class A common stock underlying the conversion option in the Notes, are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive. We use the treasury stock method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable.
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13. Unaudited Quarterly Results of Operations
The following tables set forth selected unaudited quarterly consolidated statement of operations data for each of the quarters indicated as well as the percentage of total revenue for each line item shown. The unaudited information should be read in conjunction with our financial statements and related notes included elsewhere in this report. We believe that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.
Three months ended 
Dec 31, 2017 Sep 30, 2017 Jun 30, 2017 Mar 31, 2017 Dec 31, 2016 Sep 30, 2016 Jun 30, 2016 Mar 31, 2016 
(in thousands) 
Revenue 
Subscription and support $45,549 $43,214 $40,980 $39,540 $38,329 $36,237 $34,969 $33,585 
Professional services 8,957 8,854 8,411 12,364 8,045 8,473 8,042 10,966 
Total revenue 54,506 52,068 49,391 51,904 46,374 44,710 43,011 44,551 
Cost of revenue 
Subscription and support 8,779 8,472 7,758 7,637 7,244 6,694 7,039 6,918 
Professional services 7,310 7,180 6,528 6,581 5,964 6,040 5,538 6,188 
Total cost of revenue 16,089 15,652 14,286 14,218 13,208 12,734 12,577 13,106 
Gross profit 38,417 36,416 35,105 37,686 33,166 31,976 30,434 31,445 
Operating expenses 
Research and development 18,870 17,527 16,239 15,536 14,533 14,342 14,047 14,516 
Sales and marketing 21,949 23,712 19,787 18,713 18,196 22,354 19,828 20,088 
 General and administrative (1)
12,271 8,959 8,943 9,421 7,845 8,015 7,882 8,953 
Total operating expenses 53,090 50,198 44,969 43,670 40,574 44,711 41,757 43,557 
Loss from operations (14,673)(13,782)(9,864)(5,984)(7,408)(12,735)(11,323)(12,112)
Interest expense (451)(464)(475)(455)(455)(462)(468)(490)
Other income, net 797 198 176 612 348 298 278 576 
Loss before (benefit) provision for income taxes (14,327)(14,048)(10,163)(5,827)(7,515)(12,899)(11,513)(12,026)
(Benefit) provision for income taxes (6)25 33 (8)12 19 
Net loss $(14,321)$(14,073)$(10,196)$(5,836)$(7,516)$(12,891)$(11,525)$(12,045)
Net loss per common share: 
Basic and diluted $(0.34)$(0.34)$(0.25)$(0.14)$(0.18)$(0.32)$(0.28)$(0.30)
Weighted-average common shares outstanding - basic and diluted 42,108,764 41,815,139 41,429,691 41,108,611 40,872,772 40,762,960 40,593,908 40,451,668 
(1) During the fourth quarter of 2017, we recorded an additional $1.9 million to general and administrative expense due to certain severance arrangements.

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Our disclosure controls and procedures are intended to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Based on that assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 20172021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference.

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Changes in Internal Control Over Financial Reporting
In October 2017, we implemented a new financial accounting module to our accounting system to support revenue recognition in accordance with ASC 606. In addition, we have made enhancements and modifications to existing internal controls and procedures to ensure compliance with the new guidance. These changes to our control environment were substantially completed in the fourth quarter of 2017.
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Other than the items noted above, thereThere was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Item 9B. Other Information
Employment Agreements
On February 19, 2018, we entered into executive employment agreements with Scott Ryan, Executive Vice President, Global Sales, and Mithun Banarjee, Executive Vice President, Global Operations. These agreements provide for at-will employment and include an initial base salary, an indication of eligibility for an annual cash incentive award opportunity, and equity awards at the discretion of our board of directors. These agreements also contain restrictions on non-competition and non-solicitation for the six-month period following termination. In addition, each of Messrs. Ryan and Banarjee has executed our standard confidential information and invention assignment agreement.
The employment agreements with Messrs. Ryan and Banarjee provide that certain payments and benefits would be due upon a termination of employment or a change in control.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us for “cause” or by him without “good reason,” we will pay him (i) accrued but unpaid salary and benefits and (ii) any earned but unpaid bonus from the prior year.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated due to his death or disability we will pay to him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) a pro-rated bonus for the current year and (iv) a lump-sum payment equal to his annual base salary plus his target bonus for the current year.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us without cause or by him for good reason, we will pay to him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) a pro-rated bonus for the current year and (iv) a severance payment equal to two times his annual base salary plus his target bonus for the current year. In addition, the vesting of his outstanding equity awards will be accelerated, and he will be released from his non-competition and non-solicitation restrictions.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us without cause or by him for good reason in the three months prior to or twelve months following a change in control, we will pay to him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) his target bonus for the year in which the termination occurs (or if greater, the year in which the change in control occurs) and (iv) a severance payment equal to three times his annual base salary plus target bonus. In addition, the vesting of his outstanding equity awards will be accelerated, and he will be released from his non-competition and non-solicitation restrictions.
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Short-Term Incentive Plan
On February 16, 2018,15, 2022, the Compensation Committee of our Board of Directors approved the 20182022 Short-Term Incentive Plan applicable to our executive officers for the fiscal year ending December 31, 2018.2022. The Plan provides executive officers with the opportunity to earn cash bonuses based upon the achievement of pre-established performance metrics determined by the Committee, which may include one or more of revenue growth, operating cash flow, or operating loss excluding stock compensation. The Committee sets the target award for each participating executive as a percentage of base salary. Following the end of fiscal 2018,2022, the Committee will review our attainment of the metrics and determine actual payouts, subject to upward or downward adjustment in its discretion.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III.

Item 10. Directors, Executive Officers and Corporate Governance
a)    Directors of the Company.
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the heading “Election of Directors” and is incorporated herein by reference.
b)    Executive Officers of the Company.
Matthew M. Rizai, Ph.D. 61, has served as our Chairman and Chief Executive Officer since December 2014 and served as the Chief Executive Officer and a Managing Director of Workiva LLC from 2009 to December 2014. He has over 20 years of experience as a Mechanical Engineer and nearly 15 years of experience leading technology companies. Prior to founding Workiva, Mr. Rizai was the Chairman and Chief Executive Officer of Engineering Animation, Inc. (NASDAQ: EAII) (EAI) from 1990 to 2000, when it was acquired by Unigraphics Solutions (now part of Siemens USA). Prior to EAI, Mr. Rizai was a senior research engineer at General Motors Research Laboratories, an analyst at Arch Development Corporation, and a development engineer at Ford Motor Company. He also co-founded Computer Aided Design Software, Inc. From 2003 to 2013, Mr. Rizai was a board member of Stafford Development Company, a real estate, hospitality, restaurant and health care services company based in Tifton, GA. Mr. Rizai earned a B.S., M.S. and Ph.D. in Mechanical Engineering from Michigan State University and an M.B.A. from the University of Chicago Booth School of Business.
Martin J. Vanderploeg, Ph.D., 61,65, has served as our President and Chief Executive Officer since June 2018, and as President and Chief Operating Officer since December 2014 and2014. Prior to that, Mr. Vanderploeg served as the Chief Operating Officer and a Managing Director of Workiva LLC from 2008 tothrough December 2014. He has over 20 years of experience in mechanical engineering and advising early stage technology companies. Prior to founding Workiva in 2008, Mr. Vanderploeg was a founder of EAI and served as EAI’sEAI's Executive Vice President from 1993 until EAI was acquired by Unigraphics Solutions in 2000. Mr. Vanderploeg served as Chief Technology Officer of EAI from 1989 to 1999. Following the acquisition of EAI, Mr. Vanderploeg continued to be an advisor to various technology start-up companies. Prior to EAI, Mr. Vanderploeg was a tenured professor of mechanical engineering at Iowa State University from 1985 to 1993 and was the founder and director of the Iowa State University Visualization Laboratory. Mr. Vanderploeg earned a B.S., M.S. and Ph.D. in mechanical engineering from Michigan State University.
Julie Iskow, 60, has served as our Executive Vice President and Chief Operating Officer since October 2019. Prior to joining Workiva, Ms. Iskow served as Chief Technology Officer of Medidata Solutions, Inc. since April 2015, as well as its Executive Vice President of Product Development since July 2016. Ms. Iskow served as Senior Vice President of Global Product Development at Medidata from April 2015 to July 2016. From December 2013 to March 2015, Ms. Iskow served as Chief Information Officer and Senior Vice President at WageWorks, Inc., and prior to that as its Senior Vice President of Product Development and Vice President of Product Development. Ms. Iskow has also served as Vice President of Engineering at Asyst Technologies and GW Associates, Inc. Before joining GW Associates, she was a member of the faculty at the University of Vermont. Ms. Iskow earned a B.S. degree from University of California, Berkeley and an M.S. degree from University of California, Davis. Since May 2019, Ms. Iskow has been an independent director of Vocera Communications, Inc. (NYSE: VCRA) and is a member of its Governance and Nominating Committee.
Jill Klindt, 45, has served as Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer since February 2021. She served as Senior Vice President, Chief Accounting Officer and Treasurer from March 2017 to February 2021; as Chief Accounting Officer and Vice President from December 2014 to March 2017, and Senior Director of Finance and Accounting of Workiva LLC from 2008 to December 2014. Prior to joining Workiva, Ms. Klindt served as Financial Analysis Manager at Financial Intelligence, LLC; as a Financial Consultant at Wells Fargo Financial; as a Senior Financial Analyst at CitiMortgage; and a Financial Accounting Analyst at Principal Residential Mortgage. She was also an Accountant of both Prairie iNet and EAI. Ms. Klindt is a Certified Public Accountant (inactive) with a B.S. in Accounting from Iowa State University.
Jeffrey D. Trom, Ph.D., 57,61, has served as Executive Vice President and Chief Technology Officer since December 2014 and served as a Managing Director and Chief Technology Officer of Workiva LLC from 2008 to December 2014. He has over 20 years of experience working with information technology and development. Prior to founding Workiva, Mr. Trom was a founder of EAI and served as EAI’s Vice President from 1990 and as Chief Technology Officer in charge of software architecture, development and deployment from 1999 until EAI was acquired by Unigraphics Solutions in
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2000. Thereafter, Mr. Trom served as a technical consultant for various technology companies, including Electronic Data Systems from 2000 to 2002. He is president of the board of Middle Creek Montessori, a non-profit school in Bozeman, Montana. Mr. Trom earned a B.S. and M.S. in Mechanical Engineering from University of Iowa and a Ph.D. in Mechanical Engineering from Iowa State University.
Joseph H. HowellMithun Banarjee, 65, has served as our Executive Vice President for Strategic Initiatives since December 2014 and served as a Managing Director of Workiva LLC from 2008 to December 2014. He has over 25 years of experience in senior financial management and SEC reporting experience, including with early stage companies. Prior to founding Workiva in 2008, Mr. Howell was the Managing Director of Financial Intelligence, LLC from 2007 until 2008. From 2002 to 2004, Mr. Howell served as Chief Financial Officer of Eid Passport, and, from 2000 to 2002, he was the Chief Financial Officer of
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Webridge, Inc., which was acquired by Click Commerce. He was also the Chief Financial Officer from 1998 to 2000 of EMusic.com (NASDAQ: EMUS), which was acquired by Universal Music Group. In addition, Mr. Howell served as the Chief Financial Officer of Merix Corporation (NASDAQ: MERX) from 1995 to 1998, Acting Chief Financial Officer for Borland Software (NASDAQ: BORL) from 1994 to 1995, and the Chief Accounting Officer for Borland Software from 1988 to 1995. Mr. Howell is a certified public accountant (inactive), and he earned a B.A. from the University of Michigan and an M.S. in Accounting from Eastern Michigan University.
J. Stuart Miller, 57,43, has served as our Executive Vice President and Chief FinancialCustomer Officer since December 2014. He also served as our Treasurer from December 2014 to June 2017 and served as Chief Financial Officer of Workiva LLC from April 2014 to December 2014. He has over 25 years of experience advising on mergers and acquisitions and capital raising for various companies. Prior to joining Workiva in April 2014,August 2018. Previously, Mr. Miller was a Managing Director of Colonnade Advisors, a mergers and acquisitions advisory firm that he founded in 1999. Previously, he was a Managing Director in the Investment Banking Department of J.P. Morgan. Mr. Miller joined J.P. Morgan from Credit Suisse First Boston, where he had worked in the Investment Banking Department. He earned a B.A. from Washington & Lee University and an M.B.A. from Harvard Business School.
Troy M. Calkins, 51, Mr. Calkins has served as our Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary since November 2017, after previously serving as our Executive Vice President, General Counsel and Secretary since December 2014. He also served as General Counsel of Workiva LLC from February 2014 to December 2014. Prior to joining Workiva, he was a partner at Drinker Biddle & Reath LLP, where he spent 19 years in the firm’s Corporate and Securities Practice Group. His practice focused on counseling both private and public companies on legal strategy, corporate compliance and governance, and private and public securities offerings. He earned a B.A. from Michigan State University and a J.D. from the University of Michigan Law School.
Scott Ryan, 46, Mr. Ryan has served as our Executive Vice President of Global Sales since March 2017. Previously, he served as our Vice President of Global Sales from August 2016 to March 2017. Prior to Workiva, Mr. Ryan was employed by IBM in various sales leadership positions from April 2005 to August 2016, most recently as the Vice President of North America Cyber Security Sales. Prior to IBM, he held software sales and leadership positions at various levels at Interwoven and SAS Institute. Mr. Ryan also served as a U.S. Army officer. He earned a B.S. in System Engineering from the U.S. Military Academy at West Point and an M.B.A. from the Darden School of Business at the University of Virginia.
Mitz Banarjee, 39, Mr. Banarjee has served as our Executive Vice President of Global Operations since September 2017. Previously, Mr. Banarjee served as ourfrom August 2017 to August 2018, Executive Vice President of Global Client Services from March to August 2017, Vice President of Global Client Services from March 2015 to March 2017 and Director of Customer First Culture from December 2014 to February 2015. He also served Workiva LLC as Director of Customer First Culture from March 2012 to December 2014 and Director of Customer Operations from March 2010 to February 2012. Prior to Workiva, Mr. Banarjee was Director of Client Services at Yodle (acquired by Web.com in 2016). Previously, he managed customer relationship teams at AT&T and AOL. He earned a B.A. in Information Systems from the University of Lincoln in England, UK.
Brandon E. Ziegler, 48, was promoted to Executive Vice President and Chief Legal Officer of Workiva Inc. in March 2021, and has served as its Corporate Secretary since May 2020. Prior to that, Mr. Ziegler was Workiva's Senior Vice President and General Counsel from March 2020 to March 2021. Mr. Ziegler was previously Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary at Medidata Solutions, a leading technology and data platform for life sciences from July 2016 to March 2020. Prior to Medidata, Mr. Ziegler was head of ADP’s legal department for multinational corporations as Vice President and Assistant General Counsel from February 2007 to July 2016. Before moving in-house, Mr. Ziegler worked in private practice in New York and has extensive legal experience counseling public and private companies in global corporate development, corporate governance and commercial transactions. He earned a B.A. (cum laude) from Duke University and a J.D. from Brooklyn Law School where he was an international business law fellow.
Michael D. Hawkins, 46, has served as our Executive Vice President, Sales since August 2021. Previously, Mr. Hawkins served as our Senior Vice President of Sales from August 2019 to August 2021, Vice President of Sales from March 2015 to August 2019, Director of Sales from January 2013 through March 2015, Area Sales Manager from January 2012 to December 2012, and Regional Sales Director from August 2010 to December 2011. Prior to joining Workiva, Mr. Hawkins was Business Development Manager at ExactTarget from July 2008 to August 2010, as Account Executive at OnForce from May 2006 to September 2007, and as Account Executive and Director of Sales at Truist (formerly CreateHope, Inc.) from May 2001 to April 2006. Mr. Hawkins earned a B.A. from Miami University and a J.D. from George Washington University Law School.
c)    Delinquent Section 16(a) Beneficial Ownership Reporting Compliance.Reports.
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the heading “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” and is incorporated herein by reference.
d)     Code of Ethics.
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the heading “Corporate Governance” and is incorporated herein by reference.
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e)    Information regarding our Audit Committee and Nominating and Governance Committee is set forth in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the heading “Corporate Governance” and is incorporated herein by reference.

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Item 11. Executive Compensation
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the headings “Certain Relationships and Related-Party and Other Transactions” and “Corporate Governance” and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is Ernst & Young LLP, Chicago, Illinois.
This information is included in our definitive proxy statement for the 20182022 Annual Meeting of Stockholders under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

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Part IV.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:10-K or incorporated by reference herein:
  1. 1.All financial statements. See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. 
  2. 2.Financial Statement Schedules. Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
  3. 3.Exhibits:
Exhibit
Number
Description
3.01
3.1 
Certificate of Incorporation of Workiva Inc., incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014.
3.2 3.02
Bylaws of Workiva Inc., incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014.
4.1 4.01
Form of the Company’s Class A common stock certificate, incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
4.2 4.02
Form of senior indentureIndenture, dated August 16, 2019, between Workiva Inc. and U.S. Bank National Association, incorporated by reference from Exhibit 4.64.1 to the Company’s Registration StatementCompany's Current Report on Form S-38-K filed on August 3, 2017.16, 2019.
4.3 4.03
Form of subordinated indenture1.125% Convertible Senior Note due 2026, incorporated by reference from Exhibit 4.7A to the Company’s Registration StatementIndenture filed as Exhibit 4.1 to the Company's Current Report on Form S-38-K filed on August 3, 2017.16, 2019.
10.1* 4.04
Description of Capital Stock, incorporated by reference from Exhibit 4.06 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
10.01*
Amended and Restated Workiva Inc. 2009 Unit Incentive Plan, incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.2* 10.02*
Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on December 16, 2014.
10.3* 10.03*
Form of Nonqualified Stock Option Grant for Executive Officers under 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.4* 10.04*
Form of Restricted Stock Grant for Executive Officers under 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.5* 10.05*
Form of Restricted Stock Grant for Non-Employee Directors under 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on October 17, 2014.
10.6* 10.06*
Form of Employment Agreement, incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 3, 2021.
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Exhibit
Number
Description
10.7* 10.07*
Form of Indemnification Agreement, incorporated by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
10.8 10.08
Sublease Agreement, dated December 19, 2011, as amended October 2, 2013, between the Company and 2900 University, LLC, incorporated by reference from Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on October 17, 2014.

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Exhibit Number 10.09*Description 
10.9 
10.10 
Google Cloud Platform License Agreement, dated July 24, 2014, between the Company and Google Inc., incorporated by reference from Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on October 17, 2014.
10.12 
Third Amendment to Loan and Security Agreement dated February 26, 2015 by and among Workiva Inc., Workiva International LLC and Silicon Valley Bank, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
10.13* 
Workiva Inc. Nonqualified Deferred Compensation Plan effective as of January 14, 2016, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2016.
10.14* 10.10*
Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units under the Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.15 10.11*
Consent and Fourth Amendment to Loan and Security Agreement, dated April 5, 2016, by and between Silicon Valley Bank, Workiva Inc. and Workiva International LLC, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2016.
10.16* 
10.17* 10.12*
Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 17, 2016.
10.18 10.13*
ConsentWorkiva Inc. Amended and Fifth Restated 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 13, 2018.
10.14*
Amendment No. 1 to Loan and Security Agreement dated June 30, 2017 by and amongthe Workiva Inc. Nonqualified Deferred Compensation Plan., Workiva International LLCincorporated by reference from Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
10.15*
Employment agreement, dated September 6, 2019, between the Company and Silicon Valley BankJulie Iskow, incorporated by reference from Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q filed on August 3, 2017.November 6, 2019.
12.1 21.01
21.1 
23.1 23.01
24.1 24.01Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
31.01
31.1 
31.2 31.02
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Exhibit Number 32.01#Description 
32.1# 
32.2# 32.02#
101.INS 101The following financial information from Workiva Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes in Stockholders Equity (Deficit), (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104XBRL Instance Document - the instance document does not appear in theCover Page Interactive Data File because its XBRL tags are embedded within the- (formatted as Inline XBRL document. and contained in Exhibit 101)
101.SCH XBRL Taxonomy Extension Schema Document. 
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 
101.LAB XBRL Taxonomy Extension Label Linkbase Document. 
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 
* Indicates a management contract or compensatory plan.
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# As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Workiva Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 22nd day of February, 2018.2022.
WORKIVA INC.
By:
/s/ Martin J. Vanderploeg, Ph.D.
Name:Martin J. Vanderploeg, Ph.D.
Title:
By: /s/ Matthew M. Rizai, Ph.D. 
Name: Matthew M. Rizai, Ph.D. 
Title: ChairmanPresident and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Workiva Inc. hereby severally constitute Matthew M. RizaiMartin J. Vanderploeg our true and lawful attorney, with full power to him, to sign for us in our names in the capacities indicated below the Annual Report on Form 10-K filed herewith and any and all amendments thereto, and generally do all such things in our name and on our behalf in our capacities as officers and directors to enable Workiva Inc. to comply with the provisions of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them on the Annual Report on Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.
SignatureTitleDate
/s/ Matthew M. Rizai,Martin J. Vanderploeg, Ph.D.
Chairman of the board andPresident, Chief Executive Officer and Director
(Principal Executive Officer)
February 22, 2018
Matthew M. Rizai, Ph.D. 
/s/ J. Stuart Miller 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 22, 2018
J. Stuart Miller 
/s/ Jill Klindt 
Senior Vice President, Treasurer and Chief Accounting Officer
(Principal Accounting Officer)
February 22, 2018
Jill Klindt 
/s/ Eugene S. Katz Director February 22, 2018
Eugene S. Katz 
/s/ Michael M. Crow, Ph.D. Director February 22, 2018
Michael M. Crow, Ph.D. 
/s/ Robert H. Herz Director February 22, 2018
Robert H. Herz 
/s/ David S. Mulcahy Director February 22, 2018
David S. Mulcahy 
/s/ Suku Radia Director February 22, 2018
Suku Radia 
/s/ Martin J. Vanderploeg, Ph.D. Director February 22, 20182022
Martin J. Vanderploeg, Ph.D.
/s/ Jill Klindt
Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)
February 22, 2022
Jill Klindt
/s/ Brigid A. BonnerDirectorFebruary 22, 2022
Brigid A. Bonner
/s/ Michael M. Crow, Ph.D.DirectorFebruary 22, 2022
Michael M. Crow, Ph.D.
/s/ Robert H. HerzDirectorFebruary 22, 2022
Robert H. Herz
/s/ Julie IskowDirectorFebruary 22, 2022
Julie Iskow
/s/ David S. MulcahyDirectorFebruary 22, 2022
David S. Mulcahy
/s/ Suku RadiaDirectorFebruary 22, 2022
Suku Radia

S-1