Business Wire | Oct 27, 2021 04:10PM EDT

ServiceNow Reports Third Quarter 2021 Financial Results

Oct. 27, 2021

SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 27, 2021--ServiceNow (NYSE: NOW), the leading digital workflow company making work, work better for people, today announced financial results for its third quarter ended September 30, 2021, with subscription revenues of $1,427 million in Q3 2021, representing 31% year-over-year growth, 30% adjusted for constant currency.

As of September 30, 2021, current remaining performance obligations ("cRPO"), contract revenue that will be recognized as revenue in the next 12 months, was $5.0 billion, representing 32% year-over-year growth and 32% adjusted for constant currency. The company now has 1,266 total customers with more than $1 million in annual contract value, representing 25% year-over-year growth in customers.

"We reported another significant beat and raise quarter in Q3," said ServiceNow President and CEO Bill McDermott. "Leaders recognize their technology architecture is their business architecture. As this digital transformation market is accelerating, ServiceNow's platform is creating unmatched customer and employee experiences. We remain hungry and humble in our pursuit of becoming the defining enterprise software company of the 21st century. Our focus is on value creation for our stakeholders by making the world work better for everyone."

ServiceNow CFO Gina Mastantuono said, "Q3 was another fantastic quarter with continued outperformance across all of our growth and profitability guidance metrics. The consistency of our results exemplifies the strength of our product portfolio and the team's focus on building deep customer relationships. We are well positioned as the workflow standard on our journey to becoming a $15+ billion revenue company."

During the quarter, ServiceNow delivered the Now Platform Rome release, including hundreds of innovations to help companies workflow the biggest challenges of the hybrid work era and scale automation and app development across the enterprise. ServiceNow deepened its strategic partnership with Microsoft to integrate Employee Center directly with Teams and expand investments in co-innovation and go-to-market efforts. The company completed the acquisitions of Swarm64, a leader in database performance and scale, and Mapwize, an indoor-mapping and wayfinding company. ServiceNow also recently announced a strategic partnership with process mining market leader Celonis to help companies maximize the impact and return on their digital transformation investments. Furthering its vision to workflow a better world, the company accelerated its global commitment to achieve Net-Zero greenhouse gas emissions by 2030 and introduced a new integrated ESG solution that helps companies activate ESG strategies, programs, and initiatives, from enhancing diversity and inclusion and reducing carbon emissions to enabling business resilience.

Third Quarter 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the third quarter 2021:

Third Quarter 2021 Third Quarter 2021 Non-GAAP Results^ (1) GAAP Results

Amount Year/ Amount Year/ Adjusted Adjusted Year Year Amount Year/ ($ ($ ($ Year millions) Growth millions) Growth millions) Growth (%) (%) ^(2) (%)

Subscription $1,427 31% $1,416 30%revenues

Professionalservices and other $85 39% $84 38%revenues

Total revenues $1,512 31% $1,500 30%



Subscription $1,380 28% $1,365 26%billings

Professionalservices and other $84 42% $83 41%billings

Total billings $1,465 29% $1,450 27%



Amount Year/ Adjusted Adjusted Year Amount Year/ ($ ($ Year billions) Growth billions) Growth (%) ^(2) (%)

cRPO $5.0 32% $5.0 32%

RPO $9.7 34% $9.7 34%



Amount Amount Margin Margin ($ (%) ($ (%) millions) millions)

Subscription gross $1,163 81% $1,213 85% profit

Professionalservices and other ($1) (1%) $14 17% gross profit (loss)

Total gross profit $1,162 77% $1,227 81%

Income from $74 5% $391 26% operations

Net cash provided by $320 21% operating activities

Free cash flow $228 15%



Earnings Earnings Amount per Amount per Basic/ Basic/ ($ Diluted ($ Diluted millions) Share millions) Share ($) ($)

Net income $63 $0.32/ $314 $1.58/ $0.31 $1.55

(1)

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "GAAP to Non-GAAP Reconciliation" for a reconciliation of GAAP to non-GAAP measures.

(2)

Non-GAAP adjusted subscription revenues, professional services and other revenues, total revenues and professional services and other billings, cRPO and RPO are adjusted for constant currency. Non-GAAP adjusted subscription billings and total billings are adjusted for constant currency and constant billings duration. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "GAAP to Non-GAAP Reconciliation" for a reconciliation of GAAP to non-GAAP measures.

Note: Numbers rounded for presentation purposes. Financial Outlook

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the fourth quarter 2021:

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in (1) accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "GAAP to Non-GAAP Reconciliation" for a reconciliation of GAAP to non-GAAP measures.

Non-GAAP adjusted subscription revenues, professional services and other revenues, total revenues and professional services and other billings, cRPO and RPO are adjusted for constant currency. Non-GAAP adjusted subscription billings and total billings are adjusted for constant (2) currency and constant billings duration. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "GAAP to Non-GAAP Reconciliation" for a reconciliation of GAAP to non-GAAP measures.



Note: Numbers rounded for presentation purposes. Financial Outlook

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the fourth quarter 2021:

Fourth Quarter Fourth Quarter 2021 2021 Non-GAAP Guidance GAAP Guidance ^(1)

Amount Year/ Amount Year/ ($ Year ($ Year millions) millions)^ ^(2) Growth (2) Growth (%) (%)

Subscription revenues $1,515 - 28% $1,520

Note: Includes negative impact of foreign currency of $1 million

Subscription billings $2,305 - 26% $2,310

Note: Includes negative impact of foreign currency of $2 million

Includes negative impact of billings duration of $7 million



cRPO 27%

Note: Includes negative impact of foreign currency of 150 bps

Margin (%)

Income from operations 22%



Amount (millions)

Weighted-average shares used to compute 203 diluted net income per share

(1)

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "Reconciliation of Non-GAAP Financial Guidance" for a reconciliation of GAAP to non-GAAP measures.

(2)

Guidance for GAAP subscription revenues and non-GAAP subscription billings is based on September 2021 foreign exchange rates for entities reporting in currencies other than U.S. Dollars.

The following table summarizes our guidance for the full-year 2021:

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in(1) accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "Reconciliation of Non-GAAP Financial Guidance" for a reconciliation of GAAP to non-GAAP measures.

Guidance for GAAP subscription revenues and non-GAAP subscription(2) billings is based on September 2021 foreign exchange rates for entities reporting in currencies other than U.S. Dollars.

The following table summarizes our guidance for the full-year 2021:

Full-Year 2021 Full-Year 2021 Non-GAAP Guidance GAAP Guidance ^(1)

Amount Year/ Amount Year/ ($ Year ($ Year millions) millions)^ ^(2) Growth (2) Growth (%) (%)

Subscription revenues $5,565 - 30% $5,570

Note: Includes foreign currency benefit of $91 million

Subscription billings $6,379 - 28% $6,384

Note: Includes foreign currency benefit of $90 million

Includes positive impact of billings duration of $18 million

Margin (%)

Subscription gross profit 85%

Income from operations 25.0%

Free cash flow 31.5%



Amount (millions)

Weighted-average shares used to compute 202 diluted net income per share

(1)

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "Reconciliation of Non-GAAP Financial Guidance" for a reconciliation of GAAP to non-GAAP measures.

(2)

GAAP subscription revenues and non-GAAP subscription billings for the future quarters included in our full-year 2021 guidance are based on September 2021 foreign exchange rates for entities reporting in currencies other than U.S. Dollars.

Conference Call Details

The conference call will begin at 2 p.m. Pacific Time (21:00 GMT) on October 27, 2021. Interested parties may listen to the call by dialing (888) 330?2022 (Passcode: 8135305), or if outside North America, by dialing (646) 960?0690 (Passcode: 8135305). Individuals may access the live teleconference from this webcast.

https://events.q4inc.com/attendee/597072383

An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days. To hear the replay, interested parties may go to the investor relations section of the ServiceNow website or dial (800) 770?2030 (Passcode: 8135305), or if outside North America, by dialing (647) 362?9199 (Passcode: 8135305).

Investor Presentation Details

An investor presentation providing additional information, including forward-looking guidance, and analysis can be found at http://investors.servicenow.com.

Upcoming Investor Conferences

ServiceNow will have executives present at four upcoming investor conferences.

These include:

* Chief Financial Officer Gina Mastantuono will deliver the ESG keynote at the 2021 RBC Capital Markets Technology, Internet, Media and Telecommunications Virtual Conference on Wednesday, November 17 at 9:30 a.m. PT. * Chief Executive Officer Bill McDermott will deliver the keynote at the Credit Suisse 25th Annual Technology Conference on Tuesday, November 30 at 10:15 a.m. PT. * Chief Financial Officer Gina Mastantuono will present at the UBS Global TMT Conference on Tuesday, December 7 at 10:00 a.m. PT. * Senior Vice President of IT Workflow Products Pablo Stern will present at the Barclays Global Technology, Media and Telecommunications Conference on Wednesday, December 8 at 10:15 a.m. PT.

The live webcasts will be accessible on the investor relations section of the ServiceNow website at http://investors.servicenow.com and archived on the ServiceNow site for a period of 30 days.

Statement Regarding Use of Non-GAAP Financial Measures

We report the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

* Adjusted revenues. We present revenues adjusted for constant currency to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars ("USD") are converted into USD at the average exchange rates in effect during the comparison period (for Q3 2020, the average exchange rates in effect for our major currencies were 1 USD to 0.856 Euros and 1 USD to 0.775 British Pound Sterling ("GBP"), rather than the actual average exchange rates in effect during the current period (for Q3 2021, the average exchange rates in effect for our major currencies were 1 USD to 0.847 Euros and 1 USD to 0.724 GBP). We believe the presentation of revenues adjusted for constant currency facilitates the comparison of revenues year-over-year.

* Billings and Adjusted billings. We define subscription billings, professional services and other billings, and total billings as the applicable revenue plus the applicable change in deferred revenue, unbilled receivables and customer deposits as presented or derived from the statement of cash flows. We adjust billings for constant currency, as described above, and for constant duration by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period. We believe these adjustments facilitate greater comparability in our billings information year-over-year. We believe billings is one indicator of the performance of our business.

* Adjusted remaining performance obligations and current remaining performance obligations. We present cRPO and remaining performance obligations ("RPO") and related growth rates adjusted for constant currency to provide a framework for assessing how our business performed. To present this information, current period results for entities reporting in currencies other than USD are converted into USD at the exchange rates in effect at the end of the comparison period (for Q3 2020, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.852 Euros and 1 USD to 0.777 GBP), rather than the actual end of the period exchange rates in effect during the current period (for Q3 2021, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.862 Euros and 1 USD to 0.745 GBP). We believe the presentation of cRPO and RPO and related growth rates adjusted for constant currency facilitates the comparison of cRPO and RPO year-over-year, respectively.

* Gross profit, Income from operations, Net income and Net income per share - diluted. Our non-GAAP presentation of gross profit, income from operations, and net income measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of debt discount and issuance costs related to our convertible senior notes, loss on early note conversions, amortization of purchased intangibles, legal settlements, business combination and other related costs, and the related income tax effect of these adjustments. The non-GAAP weighted-average shares used to compute our non-GAAP net income per share - diluted excludes the dilutive effect of the in-the-money portion of convertible senior notes as they are covered by our note hedges, and includes the dilutive effect of time-based stock awards, the dilutive effect of warrants and the potentially dilutive effect of our stock awards with performance conditions not yet satisfied at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met. We believe these adjustments provide useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

* Free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities plus cash paid for legal settlements, repayments of convertible senior notes attributable to debt discount and business combination and other related costs including compensation expense, reduced by purchases of property and equipment. Free cash flow margin is calculated as free cash flow as a percentage of total revenues. We believe information regarding free cash flow and free cash flow margin provides useful information to investors because it is an indicator of the strength and performance of our business operations.

Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP and non-GAAP results.

Use of Forward-Looking Statements

This release contains "forward-looking statements" regarding our performance, including but not limited to statements in the section entitled "Financial Outlook." Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

Factors that may cause actual results to differ materially from those in any forward-looking statements include: (i) the continued impact and duration of COVID-19 on our business, future financial performance and global economic conditions including the effectiveness, extent and duration of mitigation efforts such as "shelter in place", availability of vaccinations and similar directives; (ii) our ability to compete successfully against existing and new competitors, (iii) our ability to comply with evolving privacy laws, data transfer restrictions, and other foreign and domestic standards related to data and the Internet, (iv) our ability to predict, prepare for and respond promptly to rapidly evolving technological, market and customer developments, (v) errors, interruptions, delays, or security breaches in or of our service or data centers, (vi) our ability to grow our business, including converting remaining performance obligations into revenue, adding and retaining customers, selling additional subscriptions to existing customers, selling to larger enterprises, government and regulated organizations with complex sales cycles and certification processes, and entering new geographies and markets, (vii) our ability to develop and gain customer acceptance of new and improved products and services, including those acquired through strategic transactions, and (viii) material changes in the value of foreign currencies relative to the U.S. Dollar. Additionally, these forward-looking statements involve risk, uncertainties and assumptions, including those related to the continued impacts of COVID-19 on our business, future financial performance and global economic conditions. Many of these assumptions relate to matters that are beyond our control and changing rapidly, including, but not limited to, the timeframes for and severity of social distancing and other mitigation requirements, the timing of headwinds from COVID-19, the continued impact of COVID-19 on new or existing customers' purchasing decisions and the length of our sales cycles, renewal timing or billings terms, particularly for customers in certain industries highly affected by COVID-19. Significant variation from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be significant.

Further information on these and other factors that could affect our financial results are included in our Form 10-K filed for the year ended December 31, 2020, our Form 10-Q that will be filed for the quarter ended September 30, 2021 and in other filings we make with the Securities and Exchange Commission from time to time.

We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts' expectations, or to provide interim reports or updates on the progress of the current financial quarter.

About ServiceNow

ServiceNow (NYSE: NOW) is making the world of work, work better for people. Our cloud-based platform and solutions deliver digital workflows that create great experiences and unlock productivity for employees and the enterprise. For more information, visit: www.servicenow.com.

(c) 2021 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now, and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company names, product names, and logos may be trademarks of the respective companies with which they are associated.

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in(1) accordance with GAAP. See the section entitled "Statement Regarding Use of Non-GAAP Financial Measures" for an explanation of non-GAAP measures, and the table entitled "Reconciliation of Non-GAAP Financial Guidance" for a reconciliation of GAAP to non-GAAP measures.

GAAP subscription revenues and non-GAAP subscription billings for the(2) future quarters included in our full-year 2021 guidance are based on September 2021 foreign exchange rates for entities reporting in currencies other than U.S. Dollars.

Conference Call Details

The conference call will begin at 2 p.m. Pacific Time (21:00 GMT) on October 27, 2021. Interested parties may listen to the call by dialing (888) 330?2022 (Passcode: 8135305), or if outside North America, by dialing (646) 960?0690 (Passcode: 8135305). Individuals may access the live teleconference from this webcast.

https://events.q4inc.com/attendee/597072383

An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days. To hear the replay, interested parties may go to the investor relations section of the ServiceNow website or dial (800) 770?2030 (Passcode: 8135305), or if outside North America, by dialing (647) 362?9199 (Passcode: 8135305).

Investor Presentation Details

An investor presentation providing additional information, including forward-looking guidance, and analysis can be found at http://investors.servicenow.com.

Upcoming Investor Conferences

ServiceNow will have executives present at four upcoming investor conferences.

These include:

* Chief Financial Officer Gina Mastantuono will deliver the ESG keynote at the 2021 RBC Capital Markets Technology, Internet, Media and Telecommunications Virtual Conference on Wednesday, November 17 at 9:30 a.m. PT. * Chief Executive Officer Bill McDermott will deliver the keynote at the Credit Suisse 25th Annual Technology Conference on Tuesday, November 30 at 10:15 a.m. PT. * Chief Financial Officer Gina Mastantuono will present at the UBS Global TMT Conference on Tuesday, December 7 at 10:00 a.m. PT. * Senior Vice President of IT Workflow Products Pablo Stern will present at the Barclays Global Technology, Media and Telecommunications Conference on Wednesday, December 8 at 10:15 a.m. PT.

The live webcasts will be accessible on the investor relations section of the ServiceNow website at http://investors.servicenow.com and archived on the ServiceNow site for a period of 30 days.

Statement Regarding Use of Non-GAAP Financial Measures

We report the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

* Adjusted revenues. We present revenues adjusted for constant currency to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars ("USD") are converted into USD at the average exchange rates in effect during the comparison period (for Q3 2020, the average exchange rates in effect for our major currencies were 1 USD to 0.856 Euros and 1 USD to 0.775 British Pound Sterling ("GBP"), rather than the actual average exchange rates in effect during the current period (for Q3 2021, the average exchange rates in effect for our major currencies were 1 USD to 0.847 Euros and 1 USD to 0.724 GBP). We believe the presentation of revenues adjusted for constant currency facilitates the comparison of revenues year-over-year.

* Billings and Adjusted billings. We define subscription billings, professional services and other billings, and total billings as the applicable revenue plus the applicable change in deferred revenue, unbilled receivables and customer deposits as presented or derived from the statement of cash flows. We adjust billings for constant currency, as described above, and for constant duration by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period. We believe these adjustments facilitate greater comparability in our billings information year-over-year. We believe billings is one indicator of the performance of our business.

* Adjusted remaining performance obligations and current remaining performance obligations. We present cRPO and remaining performance obligations ("RPO") and related growth rates adjusted for constant currency to provide a framework for assessing how our business performed. To present this information, current period results for entities reporting in currencies other than USD are converted into USD at the exchange rates in effect at the end of the comparison period (for Q3 2020, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.852 Euros and 1 USD to 0.777 GBP), rather than the actual end of the period exchange rates in effect during the current period (for Q3 2021, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.862 Euros and 1 USD to 0.745 GBP). We believe the presentation of cRPO and RPO and related growth rates adjusted for constant currency facilitates the comparison of cRPO and RPO year-over-year, respectively.

* Gross profit, Income from operations, Net income and Net income per share - diluted. Our non-GAAP presentation of gross profit, income from operations, and net income measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of debt discount and issuance costs related to our convertible senior notes, loss on early note conversions, amortization of purchased intangibles, legal settlements, business combination and other related costs, and the related income tax effect of these adjustments. The non-GAAP weighted-average shares used to compute our non-GAAP net income per share - diluted excludes the dilutive effect of the in-the-money portion of convertible senior notes as they are covered by our note hedges, and includes the dilutive effect of time-based stock awards, the dilutive effect of warrants and the potentially dilutive effect of our stock awards with performance conditions not yet satisfied at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met. We believe these adjustments provide useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

* Free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities plus cash paid for legal settlements, repayments of convertible senior notes attributable to debt discount and business combination and other related costs including compensation expense, reduced by purchases of property and equipment. Free cash flow margin is calculated as free cash flow as a percentage of total revenues. We believe information regarding free cash flow and free cash flow margin provides useful information to investors because it is an indicator of the strength and performance of our business operations.

Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP and non-GAAP results.

Use of Forward-Looking Statements

This release contains "forward-looking statements" regarding our performance, including but not limited to statements in the section entitled "Financial Outlook." Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

Factors that may cause actual results to differ materially from those in any forward-looking statements include: (i) the continued impact and duration of COVID-19 on our business, future financial performance and global economic conditions including the effectiveness, extent and duration of mitigation efforts such as "shelter in place", availability of vaccinations and similar directives; (ii) our ability to compete successfully against existing and new competitors, (iii) our ability to comply with evolving privacy laws, data transfer restrictions, and other foreign and domestic standards related to data and the Internet, (iv) our ability to predict, prepare for and respond promptly to rapidly evolving technological, market and customer developments, (v) errors, interruptions, delays, or security breaches in or of our service or data centers, (vi) our ability to grow our business, including converting remaining performance obligations into revenue, adding and retaining customers, selling additional subscriptions to existing customers, selling to larger enterprises, government and regulated organizations with complex sales cycles and certification processes, and entering new geographies and markets, (vii) our ability to develop and gain customer acceptance of new and improved products and services, including those acquired through strategic transactions, and (viii) material changes in the value of foreign currencies relative to the U.S. Dollar. Additionally, these forward-looking statements involve risk, uncertainties and assumptions, including those related to the continued impacts of COVID-19 on our business, future financial performance and global economic conditions. Many of these assumptions relate to matters that are beyond our control and changing rapidly, including, but not limited to, the timeframes for and severity of social distancing and other mitigation requirements, the timing of headwinds from COVID-19, the continued impact of COVID-19 on new or existing customers' purchasing decisions and the length of our sales cycles, renewal timing or billings terms, particularly for customers in certain industries highly affected by COVID-19. Significant variation from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be significant.

Further information on these and other factors that could affect our financial results are included in our Form 10-K filed for the year ended December 31, 2020, our Form 10-Q that will be filed for the quarter ended September 30, 2021 and in other filings we make with the Securities and Exchange Commission from time to time.

We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts' expectations, or to provide interim reports or updates on the progress of the current financial quarter.

About ServiceNow

ServiceNow (NYSE: NOW) is making the world of work, work better for people. Our cloud-based platform and solutions deliver digital workflows that create great experiences and unlock productivity for employees and the enterprise. For more information, visit: www.servicenow.com.

(c) 2021 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now, and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company names, product names, and logos may be trademarks of the respective companies with which they are associated.

ServiceNow, Inc.

Condensed Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)

Three Months Ended Nine Months Ended

September September September September 30, 30, 30, 30, 2021 2020 2021 2020

Revenues:

Subscription $ 1,427 $ 1,091 $ 4,050 $ 3,102

Professional services and other 85 61 232 167

Total revenues 1,512 1,152 4,282 3,269

Cost of revenues^ (1):

Subscription 264 189 740 521

Professional services and other 86 63 239 187

Total cost of revenues 350 252 979 708

Gross profit 1,162 900 3,303 2,561

Operating expenses^ (1):

Sales and marketing 579 454 1,660 1,321

Research and development 358 268 1,005 740

General and administrative 151 109 416 319

Total operating expenses 1,088 831 3,081 2,380

Income from operations 74 69 222 181

Interest expense (7 ) (8 ) (21 ) (25 )

Other income, net 1 (35 ) 16 (20 )

Income before income taxes 68 26 217 136

Provision for (benefit from) 5 13 13 34 income taxes

Net income $ 63 $ 13 $ 204 $ 102

Net income per share - basic $ 0.32 $ 0.07 $ 1.03 $ 0.53

Net income per share - diluted $ 0.31 $ 0.06 $ 1.00 $ 0.50

Weighted-average shares used tocompute net income per share - 199 193 198 193 basic

Weighted-average shares used tocompute net income per share - 203 202 203 203 diluted

(1)

Includes stock-based compensation as follows:(1) Includes stock-based compensation as follows:

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Cost of revenues:

Subscription

$

33

$

26

$

95

$

72

Professional services and other

15

13

43

38

Operating expenses:

Sales and marketing

101

79

293

228

Research and development

102

74

288

203

General and administrative

40

28

110

84

Three Months Ended Nine Months Ended

September September September September 30, 30, 30, 30, 2021 2020 2021 2020

Cost of revenues:

Subscription $ 33 $ 26 $ 95 $ 72

Professional services and other 15 13 43 38

Operating expenses:

Sales and marketing 101 79 293 228

Research and development 102 74 288 203

General and administrative 40 28 110 84

ServiceNow, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

September 30, 2021

December 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

1,400

$

1,677

Short-term investments

1,631

1,415

Accounts receivable, net

776

1,009

Current portion of deferred commissions

268

229

Prepaid expenses and other current assets

213

192

Total current assets

4,288

4,522

Deferred commissions, less current portion

524

444

Long-term investments

1,384

1,468

Property and equipment, net

740

660

Operating lease right-of-use assets

606

454

Intangible assets, net

302

153

Goodwill

770

241

Deferred tax assets

694

673

Other assets

170

100

Total assets

$

9,478

$

8,715

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

64

$

34

Accrued expenses and other current liabilities

604

668

Current portion of deferred revenue

2,949

2,963

Current portion of operating lease liabilities

82

72

Current debt, net

93

-

Total current liabilities

3,792

3,737

Deferred revenue, less current portion

53

45

Operating lease liabilities, less current portion

568

423

Long-term debt, net

1,484

1,640

Other long-term liabilities

47

36

Stockholders' equity

3,534

2,834

Total liabilities and stockholders' equity

$

9,478

$

8,715

ServiceNow, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

September December 31, 30, 2020 2021

Assets

Current assets:

Cash and cash equivalents $ 1,400 $ 1,677

Short-term investments 1,631 1,415

Accounts receivable, net 776 1,009

Current portion of deferred commissions 268 229

Prepaid expenses and other current assets 213 192

Total current assets 4,288 4,522

Deferred commissions, less current portion 524 444

Long-term investments 1,384 1,468

Property and equipment, net 740 660

Operating lease right-of-use assets 606 454

Intangible assets, net 302 153

Goodwill 770 241

Deferred tax assets 694 673

Other assets 170 100

Total assets $ 9,478 $ 8,715

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable $ 64 $ 34

Accrued expenses and other current liabilities 604 668

Current portion of deferred revenue 2,949 2,963

Current portion of operating lease liabilities 82 72

Current debt, net 93 -

Total current liabilities 3,792 3,737

Deferred revenue, less current portion 53 45

Operating lease liabilities, less current portion 568 423

Long-term debt, net 1,484 1,640

Other long-term liabilities 47 36

Stockholders' equity 3,534 2,834

Total liabilities and stockholders' equity $ 9,478 $ 8,715

ServiceNow, Inc.

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Cash flows from operating activities:

Net income

$

63

$

13

$

204

$

102

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

125

84

346

243

Amortization of deferred commissions

75

56

211

157

Stock-based compensation

291

220

828

625

Deferred income taxes

(5

)

(3

)

(21

)

(6

)

Repayments of convertible senior notes attributable to debt discount

(2

)

(67

)

(15

)

(69

)

Loss on extinguishment of 2022 Notes

-

41

3

42

Other

15

8

34

23

Changes in operating assets and liabilities, net of effect of business combinations:

Accounts receivable

(5

)

10

219

210

Deferred commissions

(127

)

(77

)

(344

)

(221

)

Prepaid expenses and other assets

(21

)

(10

)

(78

)

(42

)

Accounts payable

(36

)

(36

)

39

2

Deferred revenue

(38

)

(3

)

47

66

Accrued expenses and other liabilities

(15

)

5

(126

)

(31

)

Net cash provided by operating activities

320

241

1,347

1,101

Cash flows from investing activities:

Purchases of property and equipment

(94

)

(91

)

(292

)

(285

)

Business combinations, net of cash acquired

(40

)

(25

)

(778

)

(108

)

Purchases of investments

(630

)

(1,121

)

(1,769

)

(2,229

)

Sales and maturities of investments

556

533

1,579

1,299

Other

11

2

12

(7

)

Net cash used in investing activities

(197

)

(702

)

(1,248

)

(1,330

)

Cash flows from financing activities:

Net proceeds from borrowings on 2030 Notes

-

1,482

-

1,482

Repayments of convertible senior notes attributable to principal

(6

)

(1,553

)

(59

)

(1,569

)

Net proceeds from unwind of 2022 Note Hedge

-

1,106

-

1,106

Proceeds from employee stock plans

70

51

165

142

Taxes paid related to net share settlement of equity awards

(142

)

(122

)

(457

)

(361

)

Net cash (used in) provided by financing activities

(78

)

964

(351

)

800

Foreign currency effect on cash, cash equivalents and restricted cash

(10

)

8

(21

)

3

Net change in cash, cash equivalents and restricted cash

35

511

(273

)

574

Cash, cash equivalents and restricted cash at beginning of period

1,371

841

1,679

778

Cash, cash equivalents and restricted cash at end of period

$

1,406

$

1,352

$

1,406

$

1,352

ServiceNow, Inc.

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

Three Months Ended Nine Months Ended

September September September September 30, 30, 30, 30, 2021 2020 2021 2020

Cash flows from operating activities:

Net income $ 63 $ 13 $ 204 $ 102

Adjustments to reconcile netincome to net cash provided by operating activities:

Depreciation and amortization 125 84 346 243

Amortization of deferred 75 56 211 157 commissions

Stock-based compensation 291 220 828 625

Deferred income taxes (5 ) (3 ) (21 ) (6 )

Repayments of convertible seniornotes attributable to debt (2 ) (67 ) (15 ) (69 )discount

Loss on extinguishment of 2022 - 41 3 42 Notes

Other 15 8 34 23

Changes in operating assets andliabilities, net of effect of business combinations:

Accounts receivable (5 ) 10 219 210

Deferred commissions (127 ) (77 ) (344 ) (221 )

Prepaid expenses and other assets (21 ) (10 ) (78 ) (42 )

Accounts payable (36 ) (36 ) 39 2

Deferred revenue (38 ) (3 ) 47 66

Accrued expenses and other (15 ) 5 (126 ) (31 )liabilities

Net cash provided by operating 320 241 1,347 1,101 activities

Cash flows from investing activities:

Purchases of property and (94 ) (91 ) (292 ) (285 )equipment

Business combinations, net of (40 ) (25 ) (778 ) (108 )cash acquired

Purchases of investments (630 ) (1,121 ) (1,769 ) (2,229 )

Sales and maturities of 556 533 1,579 1,299 investments

Other 11 2 12 (7 )

Net cash used in investing (197 ) (702 ) (1,248 ) (1,330 )activities

Cash flows from financing activities:

Net proceeds from borrowings on - 1,482 - 1,482 2030 Notes

Repayments of convertible senior (6 ) (1,553 ) (59 ) (1,569 )notes attributable to principal

Net proceeds from unwind of 2022 - 1,106 - 1,106 Note Hedge

Proceeds from employee stock 70 51 165 142 plans

Taxes paid related to net share (142 ) (122 ) (457 ) (361 )settlement of equity awards

Net cash (used in) provided by (78 ) 964 (351 ) 800 financing activities

Foreign currency effect on cash,cash equivalents and restricted (10 ) 8 (21 ) 3 cash

Net change in cash, cash 35 511 (273 ) 574 equivalents and restricted cash

Cash, cash equivalents andrestricted cash at beginning of 1,371 841 1,679 778 period

Cash, cash equivalents and $ 1,406 $ 1,352 $ 1,406 $ 1,352 restricted cash at end of period

ServiceNow, Inc.

GAAP to Non-GAAP Reconciliation

(in millions, except cRPO, RPO and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

Growth Rates

September 30, 2021

September 30, 2020

Growth Rates

Subscription revenues:

GAAP subscription revenues

$

1,427

$

1,091

31%

$

4,050

$

3,102

31%

Effects of foreign currency rate fluctuations

(11

)

(92

)

Non-GAAP adjusted subscription revenues(1)

$

1,416

30%

$

3,957

28%

Professional services and other revenues:

GAAP professional services and other revenues

$

85

$

61

39%

$

232

$

167

39%

Effects of foreign currency rate fluctuations

(1

)

(6

)

Non-GAAP adjusted professional service and other revenues(1)

$

84

38%

$

226

35%

Total revenues:

GAAP total revenues

$

1,512

$

1,152

31%

$

4,282

$

3,269

31%

Effects of foreign currency rate fluctuations

(12

)

(98

)

Non-GAAP adjusted total revenues(1)

$

1,500

30%

$

4,184

28%

cRPO (in billions):

GAAP cRPO

$

5.0

$

3.8

32%

$

5.0

$

3.8

32%

Effects of foreign currency rate fluctuations

-

-

Non-GAAP adjusted cRPO(2)

$

5.0

32%

$

5.0

32%

RPO (in billions):

GAAP RPO

$

9.7

$

7.3

34%

$

9.7

$

7.3

34%

Effects of foreign currency rate fluctuations

-

-

Non-GAAP adjusted RPO(2)

$

9.7

34%

$

9.7

34%

Subscription billings:

GAAP subscription revenues

$

1,427

$

1,091

31%

$

4,050

$

3,102

31%

Change in subscription deferred revenue, unbilled receivables and customer deposits

(47

)

(10

)

24

53

Non-GAAP subscription billings

1,380

1,081

28%

4,074

3,155

29%

Effects of foreign currency rate fluctuations

(10

)

(93

)

Effects of fluctuations in billings duration

(5

)

(25

)

Non-GAAP adjusted subscription billings(3)

$

1,365

26%

$

3,956

25%

Professional services and other billings:

GAAP professional services and other revenues

$

85

$

61

39%

$

232

$

167

39%

Change in professional services and other deferred revenue

(1

)

(2

)

$

11

$

-

Non-GAAP professional services and other billings

84

59

42%

243

167

46%

Effects of foreign currency rate fluctuations

(1

)

(6

)

Non-GAAP adjusted professional services and other billings(3)

$

83

41%

$

237

42%

Total billings:

GAAP total revenues

$

1,512

$

1,152

31%

$

4,282

$

3,269

31%

Change in total deferred revenue, unbilled receivables and customer deposits

(47

)

(12

)

35

53

Non-GAAP total billings

1,465

1,140

29%

4,317

3,322

30%

Effects of foreign currency rate fluctuations

(10

)

(99

)

Effects of fluctuations in billings duration

(5

)

(25

)

Non-GAAP adjusted total billings(3)

$

1,450

27%

$

4,193

26%

Cost of revenues:

GAAP subscription cost of revenues

$

264

$

189

$

740

$

521

Stock-based compensation

(33

)

(26

)

(95

)

(72

)

Amortization of purchased intangibles

(17

)

(9

)

(43

)

(28

)

Non-GAAP subscription cost of revenues

$

214

$

154

$

602

$

421

GAAP professional services and other cost of revenues

$

86

$

63

$

239

$

187

Stock-based compensation

(15

)

(13

)

(43

)

(38

)

Non-GAAP professional services and other cost of revenues

$

71

$

50

$

196

$

149

Gross profit:

GAAP subscription gross profit

$

1,163

$

902

$

3,310

$

2,581

Stock-based compensation

33

26

95

72

Amortization of purchased intangibles

17

9

43

28

Non-GAAP subscription gross profit

$

1,213

$

937

$

3,448

$

2,681

GAAP professional services and other gross loss

$

(1

)

$

(2

)

$

(7

)

$

(20

)

Stock-based compensation

15

13

43

38

Non-GAAP professional services and other gross profit

$

14

$

11

$

36

$

18

GAAP gross profit

$

1,162

$

900

$

3,303

$

2,561

Stock-based compensation

48

39

138

110

Amortization of purchased intangibles

17

9

43

28

Non-GAAP gross profit

$

1,227

$

948

$

3,484

$

2,699

Gross margin:

GAAP subscription gross margin

81

%

83

%

82

%

83

%

Stock-based compensation as % of subscription revenues

2

%

2

%

2

%

2

%

Amortization of purchased intangibles as % of subscription revenues

1

%

1

%

1

%

1

%

Non-GAAP subscription gross margin

85

%

86

%

85

%

86

%

GAAP professional services and other gross margin

(1

%)

(3

%)

(3

%)

(12

%)

Stock-based compensation as % of professional services and other revenues

18

%

21

%

19

%

23

%

Non-GAAP professional services and other gross margin

17

%

19

%

16

%

11

%

GAAP gross margin

77

%

78

%

77

%

78

%

Stock-based compensation as % of total revenues

3

%

3

%

3

%

3

%

Amortization of purchased intangibles as % of total revenues

1

%

1

%

1

%

1

%

Non-GAAP gross margin

81

%

82

%

81

%

83

%

Operating expenses:

GAAP sales and marketing expenses

$

579

$

454

$

1,660

$

1,321

Stock-based compensation

(101

)

(79

)

(293

)

(228

)

Amortization of purchased intangibles

-

-

(1

)

(1

)

Non-GAAP sales and marketing expenses

$

478

$

375

$

1,366

$

1,092

GAAP research and development expenses

$

358

$

268

$

1,005

$

740

Stock-based compensation

(102

)

(74

)

(288

)

(203

)

Amortization of purchased intangibles

-

(1

)

-

(2

)

Business combination and other related costs

$

(4

)

$

-

$

(5

)

$

-

Non-GAAP research and development expenses

$

252

$

193

$

712

$

535

GAAP general and administrative expenses

$

151

$

109

$

416

$

319

Stock-based compensation

(40

)

(28

)

(110

)

(84

)

Amortization of purchased intangibles

(2

)

-

(8

)

(5

)

Business combination and other related costs

(2

)

-

(7

)

(4

)

Non-GAAP general and administrative expenses

$

107

$

81

$

291

$

226

GAAP total operating expenses

$

1,088

$

831

$

3,081

$

2,380

Stock-based compensation

(243

)

(181

)

(691

)

(515

)

Amortization of purchased intangibles

(2

)

(1

)

(9

)

(7

)

Business combination and other related costs

(7

)

-

(13

)

(4

)

Non-GAAP total operating expenses

$

836

$

649

$

2,368

$

1,854

Income from operations:

GAAP income from operations

$

74

$

69

$

222

$

181

Stock-based compensation

291

220

829

625

Amortization of purchased intangibles

19

10

52

35

Business combination and other related costs

7

-

13

4

Non-GAAP income from operations

$

391

$

299

$

1,116

$

845

Operating margin:

GAAP operating margin

5

%

6

%

5

%

6

%

Stock-based compensation as % of total revenues

19

%

19

%

19

%

19

%

Amortization of purchased intangibles as % of total revenues

1

%

1

%

1

%

1

%

Business combination and other related costs as % of total revenues

1

%

-

%

1

%

-

%

Non-GAAP operating margin

26

%

26

%

26

%

26

%

Net income:

GAAP net income

$

63

$

13

$

204

$

102

Stock-based compensation

291

220

829

625

Amortization of purchased intangibles

19

10

52

35

Business combination and other related costs

7

-

13

4

Amortization of debt discount and issuance costs

2

5

6

22

Other

-

41

3

42

Income tax expense effects related to the above adjustments

(68

)

(48

)

(200

)

(139

)

Non-GAAP net income

$

314

$

241

$

907

$

691

Net income per share - basic and diluted:

GAAP net income per share - basic

$

0.32

$

0.07

$

1.03

$

0.53

GAAP net income per share - diluted

$

0.31

$

0.06

$

1.00

$

0.50

Non-GAAP net income per share - basic

$

1.58

$

1.24

$

4.58

$

3.57

Non-GAAP net income per share - diluted

$

1.55

$

1.21

$

4.49

$

3.46

GAAP weighted-average shares used to compute net income per share - basic

199

193

198

193

GAAP weighted-average shares used to compute net income per share - diluted

203

202

203

203

Effects of in-the-money portion of convertible senior notes(4)

-

(3

)

(1

)

(3

)

Non-GAAP weighted-average shares used to compute net income per share - diluted

203

199

202

200

Free cash flow:

GAAP net cash provided by operating activities

$

320

$

241

$

1,347

$

1,101

Purchases of property and equipment

(94

)

(91

)

(292

)

(285

)

Repayments of convertible senior notes attributable to debt discount

2

66

15

68

Business combination and other related costs

-

-

53

-

Non-GAAP free cash flow

$

228

$

216

$

1,123

$

884

Free cash flow margin:

GAAP net cash provided by operating activities as % of total revenues

21

%

21

%

31

%

34

%

Purchases of property and equipment as % of total revenues

(6

%)

(8

%)

(7

%)

(9

%)

Repayments of convertible senior notes attributable to debt discount as % of total revenues

-

%

6

%

-

%

2

%

Business combination and other related costs as % of total revenues

-

%

-

%

1

%

-

%

Non-GAAP free cash flow margin

15

%

19

%

26

%

27

%

ServiceNow, Inc.

GAAP to Non-GAAP Reconciliation

(in millions, except cRPO, RPO and per share data)

(unaudited)

Three Months Ended Nine Months Ended

September September Growth September September Growth 30, 30, Rates 30, 30, Rates 2021 2020 2021 2020

Subscription revenues:

GAAPsubscription $ 1,427 $ 1,091 31% $ 4,050 $ 3,102 31%revenues

Effects offoreign currency (11 ) (92 ) ratefluctuations

Non-GAAPadjusted $ 1,416 30% $ 3,957 28%subscriptionrevenues^(1)



Professionalservices and other revenues:

GAAPprofessional $ 85 $ 61 39% $ 232 $ 167 39%services andother revenues

Effects offoreign currency (1 ) (6 ) ratefluctuations

Non-GAAPadjustedprofessional $ 84 38% $ 226 35%service andother revenues^(1)



Total revenues:

GAAP total $ 1,512 $ 1,152 31% $ 4,282 $ 3,269 31%revenues

Effects offoreign currency (12 ) (98 ) ratefluctuations

Non-GAAPadjusted total $ 1,500 30% $ 4,184 28%revenues^(1)



cRPO (in billions):

GAAP cRPO $ 5.0 $ 3.8 32% $ 5.0 $ 3.8 32%

Effects offoreign currency - - ratefluctuations

Non-GAAPadjusted cRPO^ $ 5.0 32% $ 5.0 32%(2)



RPO (in billions):

GAAP RPO $ 9.7 $ 7.3 34% $ 9.7 $ 7.3 34%

Effects offoreign currency - - ratefluctuations

Non-GAAP $ 9.7 34% $ 9.7 34%adjusted RPO^(2)



Subscription billings:

GAAPsubscription $ 1,427 $ 1,091 31% $ 4,050 $ 3,102 31%revenues

Change insubscriptiondeferredrevenue, (47 ) (10 ) 24 53 unbilledreceivables andcustomerdeposits

Non-GAAPsubscription 1,380 1,081 28% 4,074 3,155 29%billings

Effects offoreign currency (10 ) (93 ) ratefluctuations

Effects offluctuations in (5 ) (25 ) billingsduration

Non-GAAPadjusted $ 1,365 26% $ 3,956 25%subscriptionbillings^(3)



Professionalservices and other billings:

GAAPprofessional $ 85 $ 61 39% $ 232 $ 167 39%services andother revenues

Change inprofessionalservices and (1 ) (2 ) $ 11 $ - other deferredrevenue

Non-GAAPprofessional 84 59 42% 243 167 46%services andother billings

Effects offoreign currency (1 ) (6 ) ratefluctuations

Non-GAAPadjustedprofessional $ 83 41% $ 237 42%services andother billings^(3)



Total billings:

GAAP total $ 1,512 $ 1,152 31% $ 4,282 $ 3,269 31%revenues

Change in totaldeferredrevenue,unbilled (47 ) (12 ) 35 53 receivables andcustomerdeposits

Non-GAAP total 1,465 1,140 29% 4,317 3,322 30%billings

Effects offoreign currency (10 ) (99 ) ratefluctuations

Effects offluctuations in (5 ) (25 ) billingsduration

Non-GAAPadjusted total $ 1,450 27% $ 4,193 26%billings^(3)



Cost of revenues:

GAAPsubscription $ 264 $ 189 $ 740 $ 521 cost of revenues

Stock-based (33 ) (26 ) (95 ) (72 ) compensation

Amortization ofpurchased (17 ) (9 ) (43 ) (28 ) intangibles

Non-GAAPsubscription $ 214 $ 154 $ 602 $ 421 cost of revenues



GAAPprofessionalservices and $ 86 $ 63 $ 239 $ 187 other cost ofrevenues

Stock-based (15 ) (13 ) (43 ) (38 ) compensation

Non-GAAPprofessionalservices and $ 71 $ 50 $ 196 $ 149 other cost ofrevenues



Gross profit:

GAAPsubscription $ 1,163 $ 902 $ 3,310 $ 2,581 gross profit

Stock-based 33 26 95 72 compensation

Amortization ofpurchased 17 9 43 28 intangibles

Non-GAAPsubscription $ 1,213 $ 937 $ 3,448 $ 2,681 gross profit



GAAPprofessional $ (1 ) $ (2 ) $ (7 ) $ (20 ) services andother gross loss

Stock-based 15 13 43 38 compensation

Non-GAAPprofessionalservices and $ 14 $ 11 $ 36 $ 18 other grossprofit



GAAP gross $ 1,162 $ 900 $ 3,303 $ 2,561 profit

Stock-based 48 39 138 110 compensation

Amortization ofpurchased 17 9 43 28 intangibles

Non-GAAP gross $ 1,227 $ 948 $ 3,484 $ 2,699 profit



Gross margin:

GAAPsubscription 81 % 83 % 82 % 83 % gross margin

Stock-basedcompensation as% of 2 % 2 % 2 % 2 % subscriptionrevenues

Amortization ofpurchasedintangibles as % 1 % 1 % 1 % 1 % of subscriptionrevenues

Non-GAAPsubscription 85 % 86 % 85 % 86 % gross margin



GAAPprofessionalservices and (1 %) (3 %) (3 %) (12 %) other grossmargin

Stock-basedcompensation as% of 18 % 21 % 19 % 23 % professionalservices andother revenues

Non-GAAPprofessionalservices and 17 % 19 % 16 % 11 % other grossmargin



GAAP gross 77 % 78 % 77 % 78 % margin

Stock-basedcompensation as 3 % 3 % 3 % 3 % % of totalrevenues

Amortization ofpurchasedintangibles as % 1 % 1 % 1 % 1 % of totalrevenues

Non-GAAP gross 81 % 82 % 81 % 83 % margin



Operating expenses:

GAAP sales andmarketing $ 579 $ 454 $ 1,660 $ 1,321 expenses

Stock-based (101 ) (79 ) (293 ) (228 ) compensation

Amortization ofpurchased - - (1 ) (1 ) intangibles

Non-GAAP salesand marketing $ 478 $ 375 $ 1,366 $ 1,092 expenses



GAAP researchand development $ 358 $ 268 $ 1,005 $ 740 expenses

Stock-based (102 ) (74 ) (288 ) (203 ) compensation

Amortization ofpurchased - (1 ) - (2 ) intangibles

Businesscombination and $ (4 ) $ - $ (5 ) $ - other relatedcosts

Non-GAAPresearch and $ 252 $ 193 $ 712 $ 535 developmentexpenses



GAAP general andadministrative $ 151 $ 109 $ 416 $ 319 expenses

Stock-based (40 ) (28 ) (110 ) (84 ) compensation

Amortization ofpurchased (2 ) - (8 ) (5 ) intangibles

Businesscombination and (2 ) - (7 ) (4 ) other relatedcosts

Non-GAAP generaland $ 107 $ 81 $ 291 $ 226 administrativeexpenses



GAAP totaloperating $ 1,088 $ 831 $ 3,081 $ 2,380 expenses

Stock-based (243 ) (181 ) (691 ) (515 ) compensation

Amortization ofpurchased (2 ) (1 ) (9 ) (7 ) intangibles

Businesscombination and (7 ) - (13 ) (4 ) other relatedcosts

Non-GAAP totaloperating $ 836 $ 649 $ 2,368 $ 1,854 expenses



Income from operations:

GAAP income from $ 74 $ 69 $ 222 $ 181 operations

Stock-based 291 220 829 625 compensation

Amortization ofpurchased 19 10 52 35 intangibles

Businesscombination and 7 - 13 4 other relatedcosts

Non-GAAP income $ 391 $ 299 $ 1,116 $ 845 from operations



Operating margin:

GAAP operating 5 % 6 % 5 % 6 % margin

Stock-basedcompensation as 19 % 19 % 19 % 19 % % of totalrevenues

Amortization ofpurchasedintangibles as % 1 % 1 % 1 % 1 % of totalrevenues

Businesscombination andother related 1 % - % 1 % - % costs as % oftotal revenues

Non-GAAP 26 % 26 % 26 % 26 % operating margin



Net income:

GAAP net income $ 63 $ 13 $ 204 $ 102

Stock-based 291 220 829 625 compensation

Amortization ofpurchased 19 10 52 35 intangibles

Businesscombination and 7 - 13 4 other relatedcosts

Amortization ofdebt discount 2 5 6 22 and issuancecosts

Other - 41 3 42

Income taxexpense effectsrelated to the (68 ) (48 ) (200 ) (139 ) aboveadjustments

Non-GAAP net $ 314 $ 241 $ 907 $ 691 income



Net income pershare - basic and diluted:

GAAP net incomeper share - $ 0.32 $ 0.07 $ 1.03 $ 0.53 basic

GAAP net incomeper share - $ 0.31 $ 0.06 $ 1.00 $ 0.50 diluted

Non-GAAP netincome per share $ 1.58 $ 1.24 $ 4.58 $ 3.57 - basic

Non-GAAP netincome per share $ 1.55 $ 1.21 $ 4.49 $ 3.46 - diluted



GAAPweighted-averageshares used to 199 193 198 193 compute netincome per share- basic



GAAPweighted-averageshares used to 203 202 203 203 compute netincome per share- diluted

Effects ofin-the-moneyportion of - (3 ) (1 ) (3 ) convertiblesenior notes^(4)

Non-GAAPweighted-averageshares used to 203 199 202 200 compute netincome per share- diluted



Free cash flow:

GAAP net cashprovided by $ 320 $ 241 $ 1,347 $ 1,101 operatingactivities

Purchases ofproperty and (94 ) (91 ) (292 ) (285 ) equipment

Repayments ofconvertiblesenior notes 2 66 15 68 attributable todebt discount

Businesscombination and - - 53 - other relatedcosts

Non-GAAP free $ 228 $ 216 $ 1,123 $ 884 cash flow



Free cash flow margin:

GAAP net cashprovided byoperating 21 % 21 % 31 % 34 % activities as %of totalrevenues

Purchases ofproperty andequipment as % (6 %) (8 %) (7 %) (9 %) of totalrevenues

Repayments ofconvertiblesenior notesattributable to - % 6 % - % 2 % debt discount as% of totalrevenues

Businesscombination andother related - % - % 1 % - % costs as % oftotal revenues

Non-GAAP free 15 % 19 % 26 % 27 % cash flow margin

(1)

Adjusted revenues and the corresponding growth rates are derived by applying the average exchange rates in effect during the comparison period rather than the actual average exchange rates in effect during the current period.(2)

Adjusted cRPO and adjusted RPO and the corresponding growth rates are derived by applying the end of period exchange rates in effect during the comparison period rather than the actual end of period exchange rates in effect during the current period.(3)

Adjusted billings and the corresponding growth rates are derived by applying the average exchange rates in effect during the comparison period rather than the actual average exchange rates in effect during the current period, and by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period(4)

Effects of dilutive time-based stock awards, in-the-money portion of convertible senior notes and warrants are included in the GAAP weighted-average diluted shares in periods where we have GAAP net income. We exclude the in-the-money portion of convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our note hedges. We include stock awards with performance conditions not yet satisfied for non-GAAP weighted average diluted shares at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met.Note: Numbers are rounded for presentation purposes and may not foot. ServiceNow, Inc.Reconciliation of Non-GAAP Financial Guidance

The financial guidance provided below is an estimate based on information available as of September 30, 2021. The company's future performance and financial results are subject to risks and uncertainties, and actual results could differ materially from the guidance set forth below. Some of the factors that could affect the company's financial results are stated above in this press release. Further information on these and other factors that could affect our financial results are included in our Form 10-K for the year ended December 31, 2020 and in other filings we make with the Securities and Exchange Commission from time to time, including our Form 10-Q that will be filed for the three months ended September 30, 2021. The company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Adjusted revenues and the corresponding growth rates are derived by (1) applying the average exchange rates in effect during the comparison period rather than the actual average exchange rates in effect during the current period. Adjusted cRPO and adjusted RPO and the corresponding growth rates are (2) derived by applying the end of period exchange rates in effect during the comparison period rather than the actual end of period exchange rates in effect during the current period. Adjusted billings and the corresponding growth rates are derived by applying the average exchange rates in effect during the comparison period (3) rather than the actual average exchange rates in effect during the current period, and by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period Effects of dilutive time-based stock awards, in-the-money portion of convertible senior notes and warrants are included in the GAAP weighted-average diluted shares in periods where we have GAAP net income. (4) We exclude the in-the-money portion of convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our note hedges. We include stock awards with performance conditions not yet satisfied for non-GAAP weighted average diluted shares at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met.Note: Numbers are rounded for presentation purposes and may not foot. ServiceNow, Inc.Reconciliation of Non-GAAP Financial Guidance

The financial guidance provided below is an estimate based on information available as of September 30, 2021. The company's future performance and financial results are subject to risks and uncertainties, and actual results could differ materially from the guidance set forth below. Some of the factors that could affect the company's financial results are stated above in this press release. Further information on these and other factors that could affect our financial results are included in our Form 10-K for the year ended December 31, 2020 and in other filings we make with the Securities and Exchange Commission from time to time, including our Form 10-Q that will be filed for the three months ended September 30, 2021. The company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Three Months Ended

December 31, December Growth 2021 31, 2020 Rates



$1,515 - $1,184GAAP subscription revenues^(1) $1,520 million 28% million

Note: Includes negative impact of foreign currency of $1 million



$1,515 - $1,184GAAP subscription revenues^(1) $1,520 million 28% million



Change in subscription deferred revenue, $790 million $643 unbilled receivables and customer deposits million



$2,305 - $1,828Non-GAAP subscription billings^(1) $2,310 million 26% million

Note: Includes negative impact of foreign currency of $2 million

Includes negative impact of billings durationof $7 million



cRPO Year-over-year growth 27%

Note: Includes negative impact of foreign currency of 150 bps



GAAP operating margin 2%



Stock-based compensation expense as % of 18% total revenues



Amortization of purchased intangibles as % of 1% total revenues



Business combination and other related costs 0% as % of total revenues



Non-GAAP operating margin 22%



GAAP weighted-average shares used to compute 203 million net income per share - diluted



Effects of in-the-money portion of (1) million convertible senior notes^(2)



Non-GAAP weighted-average shares used to 203 million compute net income per share - diluted



Twelve Months Ended

December 31, 2021

December 31, 2020

Growth Rates

GAAP subscription revenues(1)

$5,565 - $5,570 million

$4,286 million

30%

Note: Includes foreign currency benefit of $91 million

GAAP subscription revenues(1)

$5,565 - $5,570 million

$4,286 million

30%

Change in subscription deferred revenue, unbilled receivables and customer deposits

$814 million

$696 million

Non-GAAP subscription billings(1)

$6,379 - $6,384 million

$4,982 million

28%

Note: Includes foreign currency benefit of $90 million

Includes positive impact of billings duration of $18 million

GAAP subscription gross margin

82%

Stock-based compensation expense as % of subscription revenues

2%

Amortization of purchased intangibles as % of subscription revenues

1%

Non-GAAP subscription margin

85%

GAAP operating margin

4%

Stock-based compensation expense as % of total revenues

19%

Amortization of purchased intangibles as % of total revenues

1%

Business combination and other related costs as % of total revenues

0%

Non-GAAP operating margin

25.0%

GAAP net cash provided by operating activities as % of total revenues

37%

Purchases of property and equipment as % of total revenues

(7%)

Repayments of convertible senior notes attributable to debt discount as % of total revenues

0%

Business combination and other related costs as % of total revenues

1%

Non-GAAP free cash flow margin

31.5%

GAAP weighted-average shares used to compute net income per share - diluted

202 million

Effects of in-the-money portion of convertible senior notes(2)

(1) million

Non-GAAP weighted-average shares used to compute net income per share - diluted

202 million

Twelve Months Ended

December 31, December Growth 2021 31, 2020 Rates



$5,565 - $4,286GAAP subscription revenues^(1) $5,570 million 30% million

Note: Includes foreign currency benefit of $91 million



$5,565 - $4,286GAAP subscription revenues^(1) $5,570 million 30% million



Change in subscription deferred revenue, $814 million $696 unbilled receivables and customer deposits million



$6,379 - $4,982Non-GAAP subscription billings^(1) $6,384 million 28% million



Note: Includes foreign currency benefit of $90 million

Includes positive impact of billings durationof $18 million



GAAP subscription gross margin 82%



Stock-based compensation expense as % of 2% subscription revenues



Amortization of purchased intangibles as % of 1% subscription revenues



Non-GAAP subscription margin 85%



GAAP operating margin 4%



Stock-based compensation expense as % of total 19% revenues



Amortization of purchased intangibles as % of 1% total revenues



Business combination and other related costs 0% as % of total revenues



Non-GAAP operating margin 25.0%



GAAP net cash provided by operating activities 37% as % of total revenues



Purchases of property and equipment as % of (7%) total revenues



Repayments of convertible senior notesattributable to debt discount as % of total 0% revenues



Business combination and other related costs 1% as % of total revenues



Non-GAAP free cash flow margin 31.5%



GAAP weighted-average shares used to compute 202 million net income per share - diluted



Effects of in-the-money portion of convertible (1) million senior notes^(2)



Non-GAAP weighted-average shares used to 202 million compute net income per share - diluted

(1)

Guidance for GAAP subscription revenues and non-GAAP subscription billings is based on September 2021 foreign exchange rates for entities reporting in currencies other than U.S. Dollars.(2)

We exclude the in-the-money portion of convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our note hedges. View source version on businesswire.com: https://www.businesswire.com/news/home/20211027006016/en/

CONTACT: Media Contact: Sara Day 650.336.3123 press@servicenow.com

CONTACT: Investor Contact: Darren Yip 925.388.7205 ir@servicenow.com