NOW 2020 Annual Report

1 Annual Report2020 Bill McDermott President and CEO, ServiceNowDear Shareholders,I am incredibly proud of how ServiceNow showed up for our customers, our employees, and our community over the past year. We confronted unprecedented challenges the only way we know how head delivered exceptional results in 2020, creating over 30% organic topline growth with approximately $ billion in subscription revenues. Our market leading results were driven by our hungry and humble culture, tireless innovation and strong execution. From the time Fred Luddy founded the company until now, we ve always been about our customers. And this year they needed us now more than ever. In response to the pandemic, we acted quickly by deploying our technology in service to the spring of 2020, we launched our Emergency Response apps, helping our customers such as the State of Washington Department of Health and the City of San Francisco support their citizens. We quickly followed with the launch of our Safe Workplace suite of apps to help organizations reopen safely.

2 These apps have been downloaded by more than 1,000 organizations, including Uber, Coca Cola European Partners and American University. In the fall, we became the Official Workflow Partner of the NBA and WNBA, helping both leagues restart their seasons. As the year came to a close, the world faced the greatest workflow challenge of our lifetime vaccine administration. We quickly launched our Vaccine Administration Management solution to help healthcare organizations and governments around the world efficiently convert vaccines into vaccinations. From Children s Minnesota hospital to NHS Scotland, we are helping get vaccines to millions of people with the Now Platform. From healthcare and government services, to business continuity and sports, entertainment and culture, ServiceNow delivered the workflows that mattered in world around us will continue to speed up. Digital transformation investments are at an all-time high. We re serving a giant addressable market and we re uniquely positioned with a once in a generation platform the Now Platform.

3 Our aspiration is to be the defining enterprise software company of the 21st century and we will pursue it tirelessly. Our purpose will continue to guide us, and our priorities are clear on our path to $10 billion and beyond. We are deeply committed to making a positive global impact, to workflow a better world, with a strategic companywide focus on environment, social and governance initiatives. We are proud of everything we accomplished for our customers, employees and community over the past year, and we remain optimistic for the continued progress we can create. In so many ways, we are just getting started, showing how the world works with behalf of our exceptional team, thank you for your trust and continued commitment, and for being on this exciting journey with respect and gratitude,UNITEDSTATESSECURITIESANDEXCHA NGECOMMISSIONW ashington, 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020OR Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission FileNumber: 001-35580 SERVICENOW,INC.

4 (Exact name of registrant as specified in its charter)Delaware20-2056195(State or other jurisdiction ofincorporation or organization)( EmployerIdentification Number)ServiceNow, Lawson LaneSanta Clara,California 95054(408)501-8550(Address, including zip code, and telephone number, including area code, of registrant s principal executive offices)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon stock, par value$ per shareNOWThe New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:Not applicable_____Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Act. Yes No 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 1934duringthe 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 requirementsfor the past 90 days: Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405ofRegulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

5 Yes No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anaaemerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growthcompany in Rule 12b-2 of the Exchange Accelerated Filer AcceleratedFiler Non-AcceleratedFiler Smaller Reporting Company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any neworrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a Report on and attestation to its management s assessment of the effectiveness of its internalcontrolover financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit Report .

6 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No Based on the closing price of the Registrant s Common Stock on the last business day of the Registrant s most recently completed second fiscal quarter,whichwas June 30, 2020, the aggregate market value of its shares (based on a closing price of $ per share on June 30, 2020 as reported on the New York StockExchange) held by non-affiliates was approximately $ of January 31, 2021, there were approximately million shares of the Registrant s Common Stock BY REFERENCEP ortions of the Registrant s definitive proxy statement for its 2021 Annual Meeting of Stockholders (Proxy Statement) to be filed within 120 days of theRegistrant s fiscal year ended December 31, 2020, are incorporated by reference in Part III of this Report on Form 10-K. Except with respect to informationspecifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form IItem1 Business1 Item1 ARiskFactors12 Item 1 BUnresolvedStaffComments27 Item 2 Properties27 Item 3 Legal Proceedings27 Item 4 Mine Safety Disclosures27 PART IIItem5 Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities29 Item 6 SelectedConsolidated Financial Data30 Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations31 Item 7 AQuantitative andQualitative disclosures About Market Risk47 Item8 Consolidated Financial Statements and supplementary Data49 Item9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure83 Item 9 AControls and Procedures83 Item 9 BOther Information84 PART IIIItem10 Directors.

7 Executive Officers and Corporate Governance84 Item 11 Executive Compensation85 Item12 Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters85 Item 13 Certain Relationships and Related Party Transactions and Director Independence85 Item14 Principal Accounting Fees and Services85 PART IVItem 15 Exhibits and FinancialStatementSchedules85 Item16 Form 10-K Summary89 Signatures89 IndextoExhibits86 PART IFORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K, including the Management s Discussion and Analysis of Financial Condition and Resultsof Operations, contains forward-looking statements regarding future events and our future results that are based on ourcurrent expectations, estimates, forecasts and projections about our business, our results of operations, the industry in whichwe operate and the beliefs and assumptions of our management. Words such as believe, may, will, estimate, continue, anticipate, would, could, should, intend and expect, variations of these words, and similarexpressions are intended to identify those forward-looking statements.

8 These forward-looking statements are only predictionsand are subject to risks, uncertainties, assumptions and other factors that are difficult to predict. Therefore, actual results maydiffer materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contributeto such differences include, but are not limited to, impacts on our business, future financial performance and general economicconditions due to the current Coronavirus ( COVID-19 ) pandemic, thosediscussed in this Report under the section entitled Risk Factors in Item 1A of Part I and elsewhere herein, and in other reports we file with the Securities and ExchangeCommission ( SEC ). While forward-looking statements are based on the reasonable expectations of our management at thetime that they are made, you should not rely on them. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as may berequired by 1.

9 BUSINESSS erviceNow s purpose is to make the world of work, work better for people. We believe that people want the technologythey use in their work to be more efficient and easier to use. We build applications to meet that demand by automating existingprocesses and creating efficient, digitized workflows with a consumer grade user experience. Our products and services enablethe steps of a job to flow naturally across disparate departments, systems and processes of a business. When work flowsnaturally, great experiences a job done in an enterprise (what we call a workflow ) usually requires different people in various functions ofan organization to work together. Often, they rely on differenttechnology systems and inefficient, manual processes tocomplete each step of the job before moving along to the next. We believe that this approach is undergoing a have to operate in new and faster ways and need digital processes and systems that can quickly pivot and adapt torapidly changing business needs.

10 We believe that the most effective digital transformation initiatives utilize tools that canintegrate workflows across siloed systems, departments, processesand people. We also believe that many business challenges,whether it be the need for a streaming service to quickly and efficiently initiate and support new customer accounts or the needfor state governments to efficiently manage the distribution of unemployment insurance payments, can be broken down intodiscrete tasks and those tasks can be managed digitally until the job, or the workflow, is delivers digital workflows on a single enterprise cloud platform called the Now Platform . Our productportfolio is currently focused on providing Information Technology( IT ), Employee and Customer workflows in standardizedproduct offerings. We also enable our customers to design and build their own custom workflow applications using our Creatorworkflows, formerly called the Now Platform App Engine, and to integrate those applications with third party systems throughour Integration Now Platform is the foundation of our IT, Employee, Customer and Creator workflow offerings.